GENERAL TERMS AGREEMENT


                                     BETWEEN


                             ROLLS-ROYCE CORPORATION

                                       AND

                              ASTRAL AVIATION, INC.



                            CONTRACT REFERENCE MG755





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TABLE OF CONTENTS


CLAUSE 1.   Definitions........................................................4

CLAUSE 2.   Scope of Agreement.................................................6

CLAUSE 3.   Purchase Orders....................................................7

CLAUSE 4.   Delivery...........................................................8

CLAUSE 5.   Prices.............................................................9

CLAUSE 6.   Payment...........................................................10

CLAUSE 7.   Taxes and Other Charges...........................................11

CLAUSE 8.   Delay.............................................................12

CLAUSE 9.   Events of Default and Termination.................................14

CLAUSE 10.  Non-disclosure....................................................15

CLAUSE 11.  Patents...........................................................16

CLAUSE 12.  Grant of Warranty and Limitation of Liability.....................17

CLAUSE 13.  Indemnification...................................................18

CLAUSE 14.  General...........................................................19

CLAUSE 15.  Export/Import Shipment (Not Applicable)...........................22

Exhibit A - Aircraft Delivery Schedule........................................24

Exhibit B - Operating Assumptions.............................................25

Exhibit C - Warranties........................................................26

EXHIBIT D - OPERATOR SERVICES.................................................35

EXHIBIT E - FLEET PROVISIONING SUPPORT........................................38

EXHIBIT F - FLEET GUARANTEES..................................................45

Exhibit G - TOTAL SUPPORT PACKAGE.............................................57


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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

THIS AGREEMENT is made this 13th day of August 2001.

BETWEEN

Rolls-Royce Corporation      Whose registered office is at 2001 S. Tibbs Ave.,
                             Indianapolis, Indiana 46241, (hereinafter called
                             "Rolls-Royce") of the first part, and

Astral Aviation, Inc., a wholly owned subsidiary of
Midwest Express Airlines, Inc., operating under
the name of `Skyway Airlines - The Midwest
Airlines Connection'

                             Whose registered office is at 1190 West Rawson
                             Avenue, Oak Creek, Wisconsin, U.S.A. 53154
                             (hereinafter called "Operator"), of the second part

Operator or Rolls-Royce may hereinafter be referred to as a "Party" or
collectively as the "Parties".


WHEREAS:

A.   Operator has entered into an Agreement for the purchase from Embraer of new
     Rolls-Royce AE3007 powered ERJ aircraft.

B.   Operator and Rolls-Royce desire to enter into this Agreement for the sale
     and support by Rolls-Royce and the purchase by Operator from Rolls-Royce of
     Products and Services.

NOW THEREFORE IT IS AGREED AS FOLLOWS:-



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CLAUSE 1.  Definitions

The following words and phrases, when used in this Agreement, shall have the
meaning and definition set forth below. Should the definitions used in this
Agreement differ from the definitions contained in the Manuals, the definitions
used in this Agreement shall take precedence for the purpose of this Agreement.

Definitions specific to only one Exhibit to this Agreement are contained in the
relevant Exhibit.

"Agreement" shall mean this agreement, including all exhibits attached hereto.

"Aircraft" means the twenty (20) Firm ERJ aircraft and twenty (20) Option ERJ
aircraft (referred to separately as the "Firm Aircraft" or "Option Aircraft", or
collectively as the "Aircraft") powered by Engines which are being purchased by
Operator from Airframer for delivery in accordance with the schedule set out in
Exhibit A.

"Airframer" means  Embraer - Empresa Brasileira De Aeronautica S. A.

"Airworthiness Authority" means the FAA.

"ATA Specifications" means then current revisions of ATA specifications No's
100, 101, 102, 103, 200, 300, 400 and spec 2000 or equivalent.

"CAA" means the United Kingdom Civil Aviation Authority (Airworthiness
Division).

"Commercial Price List(s)" means Rolls-Royce's published price catalogues of
Parts, Tooling and other Products and Services as may be published from time to
time.

"Covered Components" shall mean the Parts and components of Qualified Equipment
that are identified in Schedule F to Exhibit G of this Agreement.

"Designated Part" means any Part listed in Schedule 1 to Exhibit C.

"Effective Date" means the date on which this Agreement has been duly executed
by its authorized representatives.

"EMP" means the Rolls-Royce Engine Management Program to be proposed by
Rolls-Royce and accepted by Operator after meaningful review and an opportunity
to provide input (such acceptance not to be unreasonably withheld) which, among
other things, specifies the Engine configuration and shop management
requirements for the Rework of Engines, as it may be amended by mutual agreement
between Rolls-Royce and Operator from time to time. Rolls-Royce shall ensure
that the EMP conforms to the requirements of the FAA; Operator shall ensure that
the EMP is included in the Aircraft Maintenance Plan which is approved by the
FAA.

"Engine(s)" means the Rolls-Royce AE3007 A1/3 turbofan engines acquired by
Operator in support of the Aircraft, and delivered either to Operator on
Aircraft or as spare Engines pursuant to Exhibit D, E, F or G hereto.

"FAA" means the United States Federal Aviation Administration.

"Failure" means, subject to the applicable warranty periods identified in
Exhibit C, the mandatory removal of a Part or the breakdown or deterioration of
a Part which necessitates the removal of the Engine or Module or Part from the
Aircraft or is discovered during the Rework performed in connection with such a
removal.

"Flight Cycle" means the operation of an Engine from the time an Aircraft leaves
the ground until it touches the ground at the end of a flight. A touch and go
landing shall also be considered as a Flight Cycle.


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"Flight Hours" means the airborne hours in operation of each Engine computed
from the time an Aircraft leaves the ground until it touches the ground at the
end of a flight.

"FOD" means damage to an Engine resulting from the non-negligent ingestion of
material not resident within the Engine and where such damage requires removal
of the Engine, Module or Part from service.

"Information" means confidential or proprietary non-public information which is
disclosed by Rolls-Royce to Operator and confidential or proprietary non-public
information which is disclosed by Operator to Rolls-Royce, including but not
limited to all oral, electronic or written information, know how, data, reports,
drawings and specifications.

"Inspection" means an examination of an Engine or any Parts through disassembly
and/or other non-destructive means to determine its serviceability.

"JAA" means the Joint Airworthiness Authority.

"Lease Agreement" means Standard Terms of Business for Leasing reference MG773
dated 13 August between Rolls-Royce Rolls-Royce and Operator.

"Life Limited Parts" means Engine Parts for which either Rolls-Royce or the
Airworthiness Authority has established a maximum period of operational Flight
Cycles with periodic Rework and/or restoration.

"Manuals" means the Rolls-Royce Engine series manuals as produced by Rolls
Royce.

"Module(s)" means the Rolls-Royce Engine modules purchased by Operator from
Rolls-Royce, or installed in Engines delivered to Operator on Aircraft, or
embodied by an Authorized Facility.

"Part" means any part including a Designated Part manufactured or supplied by
Rolls-Royce.

"Product(s)" means Engines, Modules, Parts, Covered Components and Tooling.

"QEC Kit" means a quick engine change kit manufactured by the relevant nacelle
supplier, if applicable.

"Rework" means the repair, replacement, and/or refurbishment at an Authorized
Facility (including the provision of Parts) necessary to return Covered
Components, Engines, Modules or Parts to a serviceable condition in accordance
with the applicable Manuals and the EMP.

 "Services" means the services to be provided pursuant to Exhibits D, G and H
hereto.

"Tooling" means tools, jigs, fixtures and other products which are not for
installation in the Engine.


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CLAUSE 2.  Scope of Agreement

Rolls-Royce agrees to sell to Operator and Operator agrees to purchase Products
and Services from Rolls-Royce in accordance with the terms, conditions and
warranties contained in this Agreement in lieu of the general terms and
conditions on or attached to or otherwise forming part of any purchase order,
quotation, acknowledgment, invoice or other document issued by either Party
(provided that Operator's purchase orders shall contain quantities and the other
items described in Clause 3.1).

Clauses 1 to 15 of this Agreement set forth the general terms governing the
supply of Products and Services that are common across all such Products and
Services, while the Exhibits of this Agreement set forth the terms, conditions
and warranties that apply to specific Products and Services.

Subject to the provisions authorizing termination for cause in Clause 9 below,
Rolls-Royce hereby agrees that it will sell repair or replacement Parts,
Modules, Covered Components and Tooling to Operator on the terms set forth in
this Agreement from the Effective Date through and including the date that is
sixteen and one-half (16 1/2) years after the date on which the last Aircraft
purchased by Operator is delivered to Operator.

The Shop Maintenance Guarantee set out in Exhibit F and the Total Support
Program set out in Exhibit G are mutually exclusive options. Operator will
inform Rolls-Royce in writing 3 (three) months prior to entry-into-service of
the first Aircraft, which of the two options it wishes to select. Rolls-Royce
and Operator will then promptly execute an amendment to the Agreement that will
delete the option that Operator has chosen not to select.

Operator has certain rights with Airframer to convert ERJ 140 / 135 aircraft
into ERJ 145 aircraft. Should Operator elect to convert certain Aircraft into
ERJ 145 aircraft, then Operator would operate either the AE3007 A1 or A1P engine
on the ERJ 145. To the extent any of the terms and conditions of this Agreement
and / or the Side Letter Agreement Number One to this GTA, contract reference
MG757, and / or the STOBL, contract reference MG773 change, then Rolls-Royce
will advise in writing to Operator such changes and the Parties will amend the
agreements described above to reflect such changes. It is assumed by Rolls-Royce
that changes to the agreements due to the change to an AE3007 A1 / A1P rating
will include but is limited to the following sections: Total Support Package
charges, Shop Maintenance Guarantee rate, Warranties, Guarantees and Base Prices
set out in this Agreement and Charges set out in the STOBL.



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CLAUSE 3.  Purchase Orders

3.1   Products and Services purchased under the terms of this Agreement shall be
      ordered by means of purchase orders issued by Operator in an agreed format
      consistent with the requirements of ATA Specifications. The terms,
      conditions and warranties set forth in this Agreement shall apply to all
      purchase orders. Any purchase order issued hereunder, unless otherwise
      specified, shall contain at a minimum: description, quantity, delivery
      dates and the unit and extended price of the Products and Services,
      restatement of payment terms, container price and shipping instructions.

3.2   Rolls Royce shall provide written and/or electronic acknowledgment of its
      acceptance of purchase orders. Should Rolls-Royce be unable to meet any
      requirements under a purchase order, Rolls-Royce will so notify Operator
      and propose an alternative delivery schedule in a timely manner.
      Rolls-Royce undertakes that such alternative delivery schedule will not
      unduly disadvantage Operator relative to other purchasers of the same
      goods or services at such time.



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CLAUSE 4.  Delivery

4.1   Rolls-Royce shall deliver Products and, where applicable, Services Ex
      Works, Rolls-Royce Indianapolis (Incoterms 2000). Upon request by
      Operator, Rolls-Royce will arrange for the transportation from
      Indianapolis to the Operator's main base.

4.2   Shipping documents, invoices, packaging and marking of packaging for
      Products and Services shall be in accordance with ATA Specifications.



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CLAUSE 5.  Prices

5.1   Except for the spare Engines (the pricing of which is established in
      Exhibit E-1 and Schedules 1 and 2 to Exhibit E) and TSP Charges (the
      pricing of which is established in Exhibit G), all Products and Services
      shall be as described in the applicable Commercial Price List, or for
      those Products and Services not specified in such a listing, available
      from Rolls-Royce on a quotation basis. The Rolls-Royce Spare Parts Price
      Catalogue for the Engine, and such other Commercial Price Lists and any
      revisions and updates thereof shall be published by Rolls-Royce to all
      operators of the Engine, and shall not be specific to operators but shall
      generally apply to the purchase of such goods or services from Rolls-Royce
      during their respective period of validity.

5.2   All prices, and all amounts stated to be payable by Operator in this
      Agreement exclude value added tax, sales tax, goods and services tax, tax
      on turnover or tax on turnover or similar charges (but include any income
      taxes incurred by or imposed upon Rolls-Royce; Rolls-Royce shall be solely
      responsible for all such income taxes).



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CLAUSE 6.  Payment

6.1   Immediately following or concurrent with supply of Products and Services,
      Rolls-Royce shall submit an invoice to Operator stating amounts due.
      Unless otherwise specified in this Agreement, payment shall be made by
      Operator in United States Dollars within thirty days after the later of
      (a) the delivery date of the Products or Services, or (b) the date of
      invoice.

6.2   Without prejudice to Rolls-Royce's other rights and remedies, Rolls-Royce
      shall be entitled to enforce a late payment amount calculated at a rate of
      (i) 0.05% (five hundredths of one percent) per day; or (ii) the highest
      interest rate permitted by applicable law, whichever is the lower, which
      shall be applied to any amounts not paid when due.

6.3   Unless agreed otherwise, all payments required under this Agreement shall
      be made in United States Dollars without any withholding for sales taxes
      imposed by any State of the United States of America on the basis of the
      purchase price of the Products or Services, by (in the case of payments
      for spare Engines and Total Support Package charges, if applicable,
      purchased hereunder) wire transfer to Rolls-Royce's account as follows:

                        Chase Manhattan Bank
                        1 Chase Manhattan Plaza
                        New York, N.Y.   10005
                        ABA #021000021
                        Account of Rolls-Royce Corporation
                        Account #400-707764

      or by (in the case of payments for other Products or Services) wire
      transfer to Rolls-Royce's above-identified account or check sent to
      Rolls-Royce's registered office clearly marked with the recipient
      "Treasury Department". For the purpose of this Clause 6.3 "Payment" shall
      only be deemed to have been made when cleared or good value funds are
      received in the numbered Rolls-Royce bank account specified above or at
      Rolls-Royce's registered office.



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CLAUSE 7.  Taxes and Other Charges

Operator in addition to the price of Products and Services, agrees to pay
Rolls-Royce upon demand, or furnish to Rolls-Royce evidence of exemption
therefrom, any taxes (including without limitation, sales, use, excise,
turnover, value added taxes or goods and services taxes), duties, fees, charges,
fines, penalties or assessments of any nature (but excluding any taxes in the
nature of income taxes), legally assessed or levied by any Governmental
authority against Rolls-Royce or its employees, its divisions or subsidiaries or
their employees, as a result of any sale, delivery, transfer, use, export,
import or possession of such Product or Service to or by Operator, or otherwise
in connection with this Agreement. If claim is made against Rolls-Royce for any
such taxes, duties, fees, charges, fines, penalties or assessments, Rolls-Royce
shall immediately notify Operator. If requested by Operator, Rolls-Royce shall
not pay except under protest, and if payment be made, shall use all reasonable
effort to obtain a refund thereof. If all or any part of any such taxes, duties,
fees, charges, fines, penalties or assessments be refunded, Rolls-Royce shall
repay to Operator such part which Operator had paid to Rolls-Royce. Operator
shall pay to Rolls-Royce upon demand, all costs (including penalties and
interest) incurred by Rolls-Royce in protesting payment and in endeavoring to
obtain such refund at the request of Operator.



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CLAUSE 8.  Delay

8.1   If and to the extent Rolls-Royce is prevented from manufacturing or
      delivering any Product within the time for delivery specified in this
      Agreement (as such time may be extended pursuant to the other provisions
      of this Agreement) by reason of:-

      war, insurrection, explosion, flood, fire, strike, act of government
      occurring after the date of this Agreement (but only to the extent said
      act becomes effective after the Effective Date) or act or omission of
      Operator in breach of this Agreement, then

      the time for scheduled delivery shall be extended by a period equal to the
      period for which manufacture or delivery shall have been so prevented and
      Rolls-Royce shall not be under any liability whatsoever in respect of such
      delay; provided, however, that Rolls-Royce will not be entitled to rely
      upon this provision unless it notifies Operator in writing of any such
      event within ten (10) calendar days after its occurrence, including in
      such notice details of the event and an estimate of its effects on the
      timing of delivery. Rolls-Royce shall use its commercially reasonable
      efforts to overcome the effects of any such event and resume performance
      as promptly as possible.

8.2   If delivery of any Product or Service is delayed beyond the time for
      delivery specified in this Agreement (as such time may be extended
      pursuant to the provisions of this Agreement) for any reason not
      contemplated in Clause 8.1 above, then the following shall appy:

      Should Rolls-Royce delay any agreed date of delivery of any Product or
      Service for reasons other than those set out in Clause 8.1 hereof then in
      respect of the first month of such delay Rolls-Royce shall not be under
      any liability. In respect of any further delay the damages recoverable by
      Operator from Rolls-Royce as Operator sole remedy shall not exceed 0.5 %
      (one half of one per cent) of the purchase price of the Product or Service
      so delayed in respect of each month of such further delay (and pro rata
      for any period of less than one month) subject to an overall maximum of
      * of the purchase price of the Product or Service so delayed.

8.3   Should Rolls-Royce delay any agreed date of delivery for any spare Engine
      for reasons other than those set out in Clause 8.1 hereof, and Operator
      has an urgent operational requirement for a spare Engine to avoid an
      "Aircraft on Ground" situation, then Operator may request that Rolls-Royce
      shall provide to Operator a lease engine in accordance with the Standard
      Terms of Business for Leasing, reference MG773.

      Dependant under which maintenance support program the Operator operates
      its Engines, Operator shall pay charges in respect of such lease engine as
      follows:

      o   If Operator operates under the Total Support Package including Life
          Limited Parts then the charges shall be the applicable daily rental
          charge in accordance with the Standard Terms of Business for Leasing
          subject to a maximum amount per month equal to a then applicable
          monthly operating lease rate for a ten-year term at market rates, plus
          the then applicable Total Support Package charge limited to the Shop
          Visit Coverage and LLP elements and ; or

      o   If Operator operates under the Total Support Package excluding Life
          Limited Parts then the charges shall be the applicable daily rental
          charge in accordance with the Standard Terms of Business for Leasing
          subject to a maximum amount per month equal to a then applicable
          monthly operating lease rate for a ten-year term at market rates, plus
          the then applicable Total Support Package charge limited to the Shop
          Visit Coverage element , plus the then applicable cyclic charge in
          accordance with the Standard Terms of Business for Leasing ; or

*   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.

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      o   If Operator does not operate under the Total Support Package then the
          charges shall be the applicable daily rental charge in accordance with
          the Standard Terms of Business for Leasing subject to a maximum amount
          per month equal to a then applicable monthly operating lease rate for
          a ten-year term at market rates, plus the then applicable cyclic and
          hourly charge in accordance with the Standard Terms of Business for
          Leasing ; or

      o   If upon such request by Operator Rolls-Royce fails to provide such
          lease engine to Operator then in respect of the first day of the
          non-excusable delay Rolls-Royce shall not be under any liability, and
          in respect of any further non-excusable delay in excess of 1 (one) day
          Rolls-Royce as its sole obligation shall provide to Operator a credit
          note in the amount of the then current daily rental charge applicable
          to Engines in accordance with the Standard Terms of Business for
          Leasing in respect of each day of such delay beyond the first day of
          such delay.

      The total liability of Rolls-Royce under this Clause 8.3 in respect of
      each spare Engine shall not exceed an amount equal to the then current
      daily rental charge for a period of 180 (one hundred and eighty) days in
      accordance with the Standard Terms of Business for Leasing.

      The remedies available to Operator under this Clause 8.3 shall be in lieu
      of the remedies set out in Clause 8.2 above.

8.4   Should Rolls-Royce delay delivery of any Products or Services for a period
      of 12 (twelve) months then, in addition to the right of Operator under
      Clause 8.2 above, Operator shall be entitled to refuse to take delivery of
      such item on giving Rolls-Royce notice in writing within one month after
      the expiration of such period of 12 (twelve) months. Upon receipt of such
      notice Rolls-Royce shall be free from any further obligation in respect of
      such item of Supplies except that Rolls-Royce shall refund to Operator any
      deposits plus reasonable amount for interest made in respect of the
      purchase price of such Products or Services, if applicable

      The right of Operator to claim damages shall be conditional upon the
      submission of a written claim therefor within thirty days from the date of
      which Rolls-Royce notifies Operator that the Products or Services so
      delayed is ready for delivery or from the date on which Operator exercises
      the right of cancellation in respect of such item as set out below,
      whichever date shall first occur.

8.5   Rolls-Royce and Operator acknowledge that the liquidated damages
      calculated as set forth in Clause 8.2 and Clause 8.3 are reasonable
      damages in light of the anticipated harm that will be caused by such
      non-excused delay in delivery or failure to provide a warranty remedy (as
      the case may be), the difficulties of proof of loss, and the inconvenience
      or non-feasibility of Operator's otherwise obtaining an adequate remedy.
      Liquidated damages due pursuant to Clause 8.2 or Clause 8.3 shall be
      payable by Rolls-Royce to Operator on demand; provided, however, that
      Operator may, at its option, apply the amount of said liquidated damages
      as a credit against the purchase price of Products or Services obtained
      hereunder.


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CLAUSE 9.  Events of Default and Termination

9.1   If either party hereto makes any agreement with creditors generally
      compounding debts, enters liquidation whether compulsory or voluntary
      (except as a solvent company for the purpose of amalgamation or
      reconstruction), becomes insolvent or suffers a receiver of the whole or
      part of its assets to be appointed, then the other party shall have the
      right, without prejudice to its other rights or remedies, to terminate
      this Agreement. Such termination shall be effected by the party entitled
      to terminate issuing notice of termination in writing to the other party
      and such notice shall be effective twenty-four (24) hours after it is
      issued.

9.2   If Rolls-Royce terminates this Agreement in accordance with the provisions
      of Clause 9.1 above, Operator shall promptly pay to Rolls-Royce any
      amounts then due or owed for all Products and Services ordered and
      delivered at the time of the termination, and Rolls-Royce shall also be
      entitled to retain all amounts paid to Rolls-Royce under this Agreement.

9.3   Operator shall be in full compliance with the payment terms set forth in
      Clause 6 of this Agreement and all other material terms of this Agreement
      and any related agreement with Rolls-Royce or its affiliate companies with
      respect to the Aircraft, including spare Engine Lease agreements with
      Rolls-Royce & Partners Finance, if applicable, and any Standard Terms of
      Business for Leasing with Rolls-Royce., if applicable, and any Aircraft
      financing support agreements with Rolls-Royce Capital, Inc., if applicable
      (for the purpose of this Clause collectively the "Agreements"). If
      Operator is in breach of any material obligation under these Agreements
      and such breach continues for a period exceeding (a) in the event of a
      payment breach, ten (10) days following receipt of Rolls-Royce's written
      notification of such breach, or (b) in the event of any other breach,
      thirty (30) days following receipt of Rolls-Royce's written notification
      of such breach or such longer period as is necessary to remedy such
      non-payment breach, then without prejudice to Rolls-Royce's other rights
      or remedies, Rolls-Royce may, without being obliged to, terminate this
      Agreement or exercise any one or more of the following rights:

      9.3.1    stop all work under this Agreement and refuse to deliver (or
               redeliver if applicable) any further Products and Services;

      9.3.2    divert affected Products and Services to other Operators or for
               its own purposes;

      9.3.3    treat all amounts then owing hereunder by Operator to be
               immediately due;

      9.3.4    exercise a mechanic's lien upon any engine which may from time to
               time be in the possession of Rolls-Royce or one of its authorized
               Rework facilities to secure any monies due to Rolls-Royce under
               this Agreement; and

      9.3.5    If any monies due to Rolls-Royce under this Agreement remain due
               and unpaid for more than three (3) months and Rolls-Royce has
               exercised any of its rights under Clause 9 above, Rolls-Royce may
               make a reasonable charge in respect of storage and insurance of
               Products or any items held in connection with such Products and
               transportation equipment held by Rolls-Royce and at any time
               after such period of three (3) months sell any such Products and
               apply the proceeds of such sale in satisfaction of such unpaid
               monies and any attorneys' fees incurred in association with such
               default.


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CLAUSE 10.  Non-disclosure

10.1  Subject to Clause 10.2 below each Party agrees to hold in confidence any
      Information which it acquires directly or indirectly from the other Party
      or any of its subsidiaries and agrees not to disclose at any time the same
      to any third person without the written approval of other Party. These
      obligations shall continue for so long as this Agreement remains in
      effect, and for one (1) year thereafter.

10.2  Each Party shall be responsible for the observance of the provisions of
      Clause 10.1 above by its employees.

10.3  The provisions of Clause 10.1 above shall not apply to Information which
      is or becomes generally known in the aero engine industry nor shall the
      provisions of Clause 10.1 above prevent any necessary disclosure of
      Information to enable Operator itself to use, operate, maintain or
      overhaul Products and Services.

10.4  Notwithstanding Clause 10.1 above, each Party shall be entitled to
      disclose the other's Information if required to do so by law or the
      requirements of regulatory authorities (including without limitation the
      U.S. Securities and Exchange Commission), or for purposes of enforcing
      this Agreement or pursuant to or in the context of any dispute resolution
      process (including but not limited to arbitration proceedings), or to such
      Party's own lenders, financial advisors or attorneys (provided such
      lenders, advisors or attorneys are subject to an appropriate
      confidentiality agreement). Notwithstanding Clause 10.1 above, both
      Parties shall be entitled to disclose financial information concerning
      business between Rolls-Royce and Operator to appointed auditors, and
      Rolls-Royce shall be entitled to disclose financial information concerning
      business between Rolls-Royce and Operator to Rolls-Royce's risk and
      revenue sharing partners and to Rolls-Royce affiliates for the purposes of
      fulfilling obligations hereunder.



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CLAUSE 11.  Intellectual Property

11.1  Rolls-Royce shall, subject to the conditions set out in this Clause and as
      the sole liability of Rolls-Royce in respect of any claims for
      infringement of intellectual or industrial property rights, defend and
      indemnify Operator against any claim that the purchase or use of any of
      the Products or Services by Operator within any country to which at the
      date of such claim the benefits of Clause 27 of the Convention on
      International Civil Aviation of 7th December 1944 (The Chicago Convention)
      apply, infringes any patent, trademark, copyright, design, or model duly
      granted or registered; provided, however, that Rolls-Royce shall not be
      liable to Operator for any loss (whether direct or indirect):-

      11.1.1   of profit, agreements, revenue or goodwill; or

      11.1.2   of use of the Products and Services or of the Aircraft in which
               the Products and Services may be incorporated arising as a result
               directly or indirectly of any such claim.

11.2  Operator will give prompt notice in writing to Rolls-Royce of any such
      claim whereupon Rolls-Royce shall elect to either assume the defense of or
      dispose of or settle such claim, at its own expense and in its sole
      discretion, and Operator will give Rolls-Royce all reasonable assistance
      (at Rolls-Royce's expense) and will not by any act or omission do anything
      which may directly or indirectly prejudice Rolls-Royce in this connection.
      Rolls-Royce shall pay any settlement amounts or judgments arising out of
      any such claims.

11.3  If any of the Products and Services become subject to any claim, suit or
      proceeding for infringement, Rolls-Royce may (at its expense) substitute
      any allegedly infringing Product or Service with non-infringing Products
      and Services that are substantially equivalent to the items being replaced
      in terms of performance, functionality, and cost and ease of use and
      maintenance, or modify said Products and Services so as to be
      non-infringing (so long as the modification does not adversely affect
      their performance, functionality, or cost or ease of use or maintenance),
      or seek to obtain for Operator the perpetual right to use the item
      affected without charge to Operator. If in any claim, suit or proceeding
      use of any of the Products or Services is enjoined or otherwise restrained
      due to infringement, Rolls-Royce shall, at its expense, either (a) procure
      for Operator the perpetual right to continue using the infringing items,
      (b) modify the items (in such a way that does not adversely affect their
      performance, functionality, or cost or ease of use or maintenance) to
      render them non-infringing, or (c) replace the infringing items with
      non-infringing items that are substantially equivalent to or better than
      the items being replaced in terms of performance, functionality and cost
      and ease of use and maintenance.

11.4  The indemnity contained in Clause 11.1 above shall not apply to claims for
      infringement to the extent they are in respect of Products and Services
      manufactured to the specified design instructions of Operator, or the
      manner or method in which any of the Products and Services is installed in
      the Aircraft or any combination of any of the Products and Services with
      any item or items other than Products and Services.


                                 Page 16 of 78
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                                                         General Terms Agreement

CLAUSE  12.  Grant of Warranty and Limitation of Liability

Rolls-Royce grants to Operator the Warranties set out in Exhibit C and the
Guarantees set out in Exhibit F hereto and the Total Support Package set out in
Exhibit G hereto.

12.1  Operator ACCEPTS AND AGREES THAT THE WARRANTIES AND GUARANTEES AND SUPPORT
      PACKAGE GRANTED TO OPERATOR UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE
      EXPRESSLY IN LIEU OF AND OPERATOR HEREBY WAIVES, RELEASES AND DISCLAIMS
      (I) ALL OTHER CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
      WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS,
      AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
      DEALING OR USAGE OF TRADE, (II) ALL OTHER OBLIGATIONS AND LIABILITIES
      WHATSOEVER OF ROLLS-ROYCE WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING
      WITHOUT LIMITATION, NEGLIGENCE, ACTIVE, PASSIVE OR IMPUTED LIABILITY OR
      STRICT LIABILITY) OR BY STATUTE OR OTHERWISE FOR ANY NONCONFORMANCE,
      DEFECT, DEFICIENCY, FAILURE, MALFUNCTIONING, OR FAILURE TO FUNCTION OF ANY
      ITEM OF THE PRODUCTS AND SERVICES REFERRED TO IN THIS AGREEMENT, (III)
      STRICT LIABILITY OR PRODUCT LIABILITY, AND (IV) ALL DIRECT, INDIRECT,
      SPECIAL, CONSEQUENTIAL AND INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER,
      AND OPERATOR AGREES THAT ROLLS-ROYCE SHALL NOT BE LIABLE TO OPERATOR UPON
      ANY CLAIM THEREFOR OR UPON ANY CLAIM HOWSOEVER ARISING OUT OF THE
      MANUFACTURE OR SUPPLY OR INSPECTION BY ROLLS-ROYCE OR ANY OF ITS
      AFFILIATES OF ANY ITEM OF THE PRODUCTS AND SERVICES OF THIS AGREEMENT
      WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING WITHOUT LIMITATION,
      NEGLIGENCE, ACTIVE, PASSIVE OR IMPUTED LIABILITY OR STRICT LIABILITY) OR
      BY STATUTE OR OTHERWISE EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTIES AND
      GUARANTEES AND SUPPORT PACKAGE, AND OPERATOR ASSUMES ALL RISK AND
      LIABILITY WHATSOEVER NOT EXPRESSLY ASSUMED BY ROLLS-ROYCE IN THE
      WARRANTIES.

12.2  ROLLS-ROYCE AND OPERATOR AGREE THAT THIS CLAUSE 12 HAS BEEN THE SUBJECT OF
      DISCUSSION AND NEGOTIATION, IS FULLY UNDERSTOOD BY THE PARTIES AND THE
      PRICE OF THE PRODUCTS AND SERVICES AND OTHER MUTUAL AGREEMENTS OF THE
      PARTIES SET FORTH IN THE AGREEMENT ARE ARRIVED AT HAVING DUE REGARD TO:

      12.2.1   THE EXPRESS WARRANTIES AND GUARANTEES AND SUPPORT PACKAGE OF
               ROLLS-ROYCE AND OPERATOR'S RIGHTS THEREUNDER; AND

      12.2.2   THE EXCLUSIONS, WAIVERS AND LIMITATIONS SET FORTH IN CLAUSE 12.1
               ABOVE.

12.3  IN CASE OF ANY CONFLICT BETWEEN THIS CLAUSE 12 AND ANY OTHER CLAUSE OF
      THIS AGREEMENT, THE PROVISIONS OF THIS CLAUSE 12 SHALL PREVAIL.


                                 Page 17 of 78
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                                                         General Terms Agreement

CLAUSE  13.       Indemnification

In the event either employees or agents of Rolls-Royce or Operator enter upon
the property occupied by or under the control of the other Party in the
performance of this Agreement, the Party entering the other Party's premises
assumes responsibility for and agrees to pay for any loss, cost, damage to
property, or for personal injury or death of any persons arising out of, as a
result of, or in connection with the actions or omissions of the Party entering
the property occupied by or under the control of the other Party. If a claim or
demand is asserted against a Party by reason of the act or omission of the other
Party, then such other Party will be offered the opportunity to participate at
its own expense in the defense against such claim or demand. Each Party also
agrees that it will maintain public liability and property damage insurance in
reasonable limits consistent with industry standards covering the obligations
set forth above and will maintain proper Workers' Compensation Insurance (or
other comparable insurance) covering all of its employees performing this
Agreement.




                                 Page 18 of 78
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                                                         General Terms Agreement

CLAUSE 14.  General

14.1  Effective Date and Expiration

      This Agreement shall become effective immediately following the date first
      written here before (the "Effective Date") and shall remain in effect
      until it expires or is terminated by either Party. Unless sooner
      terminated, pursuant to other provisions hereof, or unless renewed and
      extended by the Parties hereto, this Agreement shall expire without
      further action or notice by either Party on the date that is sixteen and
      one-half (16 1/2) years following the date the last Aircraft purchased by
      Operator is delivered to Operator.

14.2  Survival

      The provisions of Clauses 10 (Non-Disclosure), 11 (Patents), 12
      (Limitation of Liability), 13 (Indemnification), 14.9 (Applicable Law and
      Jurisdiction) and Exhibit C (Warranties) of this Agreement, and any other
      provision of this Agreement that by its express terms or nature is meant
      to survive termination or expiration hereof, shall survive and continue to
      have effect should this Agreement expire or be terminated for any reason
      or after this Agreement becomes impossible of performance or is otherwise
      frustrated.

14.3  Notices

      Any notice required to be given by either Party to the other under or in
      connection with this Agreement shall be in writing and delivered
      personally, by certified mail or by facsimile.

      Notices to Operator shall be directed to:

      Astral Aviation, Inc.
      1190 West Rawson Avenue
      Oak Creek, Wisconsin, U.S.A.  53154
      Attn:  President
      Facsimile:  (414) 570-2301

      with a copy to the ATTN:  General Counsel

      Notices to Rolls-Royce shall be directed to:

               Rolls-Royce Corporation
               2001 S. Tibbs Ave.
               Indianapolis, IN 46241
               Attn: Peter Turner , Director Commercial

      or in each case to such other place of business as may be notified from
      time to time by the receiving party.

14.4  Assignment

      Neither Party may assign any of its rights or obligations hereunder
      without the written consent of the other Party (except that (a) either
      Party may assign its interest to any entity that results from any merger,
      reorganization or acquisition of or involving such Party, or that acquires
      all or substantially all of the assets of such Party; (b) as long as
      Operator operates the Aircraft, then Operator may assign its rights or
      obligations hereunder in connection with a sale and lease-back of one or
      more Aircraft for financing purposes; and (c) Rolls-Royce may assign its
      rights to receive money hereunder). Any assignment made in violation of
      this Clause 14.4 shall be null and void.


                                 Page 19 of 78
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                                                         General Terms Agreement

14.5  Amendment

      14.5.1   This Agreement shall not be amended in any way other than by
               agreement in writing, entered into by the Parties hereto on or
               after the date of this Agreement, which is expressly stated to
               amend this Agreement.

      14.5.2   This Agreement shall not be amended or terminated orally.

14.6  Headings

      The Clause headings and the Index do not form a part of this Agreement and
      shall not govern or affect the interpretation of this Agreement.

14.7  Waiver

      Failure by either party at any time to enforce any of the provisions of
      this Agreement shall not be construed as a waiver by such party of such
      provisions or in any way affect the validity of this Agreement or any part
      thereof.

14.8  Severability

      If any provision of this Agreement is or becomes or is declared invalid,
      unenforceable or illegal by any court of competent jurisdiction or any
      other Competent Authority such invalidity, unenforceability or illegality
      shall not prejudice or affect the remaining provisions of this Agreement
      which shall continue in full force and effect notwithstanding such
      invalidity, unenforceability or illegality. 'Competent Authority' means
      any agency, authority, department, inspectorate, minister, ministry,
      official or public or statutory person (whether autonomous or not) of, or
      of the government of the United Kingdom or of the European Union.

      In addition, the parties shall in good faith endeavor to reach agreement
      on a provision to replace the invalid provision which, as nearly as
      possible, will reflect the intent of the original provision.

14.9  Applicable Law and Jurisdiction

      THIS AGREEMENT SHALL BE SUBJECT TO AND INTERPRETED AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING ITS CONFLICT
      OF LAW RULES AND EXCLUDING THE UNITED NATIONS CONVENTION FOR THE
      INTERNATIONAL SALE OF GOODS (CISG, 1980, "VIENNA CONVENTION").

      14.9.1   It is the intent of the Parties and the Airframer (collectively,
               the "Contracting Parties") that any and all disputes arising out
               of or relating to this Agreement, the Aircraft, the Engines, the
               Products or the Services that cannot be resolved through
               negotiation ("Disputes") and that involve one or more Contracting
               Parties (whether or not a particular such Dispute also involves
               disputants that are not Contracting Parties) be resolved to the
               greatest extent possible in a single, comprehensive, definitive
               litigation proceeding. Accordingly, the Parties hereby agree that
               (a) any Contracting Party that files or responds to a complaint
               or other initial pleading (in any form and however denominated)
               in connection with a Dispute shall notify the other Contracting
               Parties of the same and provide copies of said complaint or
               response to each of them; (b) any Contracting Party which
               thereafter wishes to assert a claim or grievance amounting to a
               Dispute against any other Contracting Party shall do so by way of
               a claim, counterclaim, cross-claim or third-party claim in the
               first complying litigation that is the subject of a notification
               provided for in sub-clause (a) above, unless the court refuses
               for procedural reasons to entertain such claim as part of that
               litigation; and (c) in the event that suits relating to Disputes
               are initiated in more than one court, the parties to all such
               suits shall promptly stipulate that all such suits may be
               consolidated into a single case before the U.S. District Court
               for the Eastern District of Wisconsin or, if such court lacks
               subject matter jurisdiction, a state court of


                                 Page 20 of 78
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                                                         General Terms Agreement

               competent jurisdiction within the geographic area included in
               that district (in either case, the "Forum Court"), and may be
               heard and determined in a single and integrated proceeding. Each
               Party hereby consents to the exercise of personal jurisdiction
               over it by the Forum Court for the purpose of resolving any
               Dispute.

      14.9.2   Notwithstanding anything to the contrary herein, this Agreement
               and each Party's respective rights and obligations are expressly
               subject to all applicable laws and regulations.

      14.9.3   The official text of this Agreement is the English language. If
               this Agreement is translated into another language for the
               convenience of Operator or its personnel, the English text shall
               govern any question with respect to interpretation.

14.10 Sole Agreement of Parties

      14.10.1  This Agreement contains the only provisions governing the sale
               and purchase of Products and Services and shall apply to the
               exclusion of any other provisions on or attached to or otherwise
               forming part of any order form of Operator or any acknowledgement
               or acceptance by Rolls-Royce or of any other document which may
               be issued by either Party relating to the sale and purchase of
               Products and Services.

      14.10.2  The Parties agree that neither of them has placed any reliance
               whatsoever on any representations, agreements, statements or
               understandings made prior to the signature of this Agreement
               whether orally or in writing relating to the Products and
               Services other than those expressly incorporated in this
               Agreement, which has been negotiated on the basis that its
               provisions represent their entire agreement relating to the
               Products and Services and shall supersede all such
               representations, agreements, statements and understandings. The
               Parties further agree that neither of them shall place any
               reliance whatsoever on any and all future representations
               whatsoever in respect of the performance of this Agreement unless
               such representations are expressly agreed by the Parties hereto
               in writing to form a term of this Agreement.

      14.10.3  The foregoing exclusions, waivers and limitations, however, shall
               not in any way limit Rolls-Royce's liability arising from its
               willful breach of contract or its failure to comply with
               applicable laws, regulations, codes or ordinances, or limit
               Rolls-Royce's liability under Clause 11 or Clause 13 of this
               Agreement.



                                 Page 21 of 78
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                                                         General Terms Agreement

CLAUSE 15.        Export/Import Shipment

Rolls-Royce shall be responsible for obtaining any required export license and
Operator shall be responsible for obtaining any other required authorization
such as import licenses, exchange permits or other required authorizations,
except as otherwise provided herein. Rolls-Royce and Operator shall assist each
other in every manner reasonably possible in securing and complying with such
authorizations as may be required.

Rolls-Royce shall restrict disclosure of all Information and data furnished to
Operator in accordance with Clause 10, and shall ship the direct product of such
Information and data to only those destinations, which are authorized by the
United States Government. At the request of Operator, Rolls-Royce will provide
Operator with a list of such authorized destinations. Rolls-Royce shall not be
liable if any authorization is delayed, denied, revoked, restricted or not
renewed.




                                 Page 22 of 78
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                                                         General Terms Agreement



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
on their behalf by the duly authorized representatives, the day and year first
written before.

Signed for and on behalf of:                 Signed for and on behalf of:

ROLLS-ROYCE CORPORATION                      ASTRAL AVIATION, INC.



By   /s/ K.T. Lowdermilk                     By:  /s/ James P. Rankin
   -----------------------------                --------------------------------


Printed   K.T. Lowdermilk                    Printed  James P. Rankin


Title:  V.P. Finance Corp. & Regional        Title:  President & CEO
        Airlines, N.A.


By   /s/ Peter T.E. Turner
--------------------------------

Printed   Peter T.E. Turner


Title:  Commercial Director



                                 Page 23 of 78
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                                                         General Terms Agreement

EXHIBIT A - AIRCRAFT DELIVERY SCHEDULE


Firm ERJ Aircraft:

1.    Mar. 2002
2.    May 2002
3.    Jul. 2002
4.    Sep. 2002
5.    Nov. 2002
6.    Jan. 2003
7.    Mar. 2003
8.    May 2003
9.    Jul. 2003
10.   Sep. 2003
11.   Nov. 2003
12.   Jan. 2004
13.   Mar. 2004
14.   May 2004
15.   Jul. 2004
16.   Sep. 2004
17.   Nov. 2004
18.   Jan. 2005
19.   Mar. 2005
20.   May 2005


Option ERJ Aircraft:  delivery schedule to be defined


Midwest Express has certain rights under certain circumstances to convert, delay
or terminate all or part of the Aircraft deliveries under the Airframer
contract. As a consequence, the schedule reflected in this exhibit may change.



                                 Page 24 of 78
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                                                         General Terms Agreement

EXHIBIT B - OPERATING ASSUMPTIONS

Use of normal take off rating (AT/O - 1) 85% of all take offs, and use of normal
climb and normal cruise ratings for all flights. To the extent operator's usage
differs from the above, the Charge will be adjusted in accordance with the table
set out in Schedule D of Exhibit G.

Aircraft will operate in a benign operational environment (not containing,
without limitation, abnormal levels of corrosive or abrasive pollutants),
Operator's current operation and route structure (2001) is deemed to be
considered as a `benign' operation;

A fleet average stage length (wheels off to wheels on) of 1.1 flight hours per
cycle;

A fleet average annual aircraft utilization of 3,000 flight hours per year;

Operator will purchase and take delivery of the Aircraft in accordance with the
delivery schedule contained in Exhibit A hereto and operate the Aircraft in
regular and frequent commercial airline service;

Subject to all of Operator's rights and remedies under its contract with the
Airframer for the purchase of Aircraft, Operator will purchase and take delivery
of the Firm Aircraft and, in the event and to the extent it exercises its option
to purchase, the Option Aircraft, in accordance with the delivery schedule
contained in Exhibit A hereto and operate the purchased Aircraft in regular and
frequent commercial airline service;

Operator will acquire and retain for its operation the spare Engines subject to
the terms of Exhibit E and in accordance with the delivery schedule contained in
Exhibit E hereto;

Operator will procure and maintain a mutually-agreed upon level of spare
Modules, LRU's and Parts (including but not limited to initial provisioning and
maintain a mutually-acceptable level of line maintenance provisioning across its
route network.

Engines will be operated by Operator in accordance with Rolls-Royce's Operating
Instructions and maintained in accordance with the Aircraft Maintenance manual
and the EMP.



                                 Page 25 of 78
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                                                         General Terms Agreement

Exhibit C - Warranties

1     DEFINITIONS

In addition to those words and phrases defined in the main body of the
Agreement, the following words and phrases when used in this Exhibit C,
Warranties, shall have the meaning and definition set forth below.

"Engine Time" means the total number of hours flown by an Engine since new.

"Module Time" means the total number of hours flown by a Module since all Parts
of the Module were new.

"Parts Time" means the total number of hours flown by a Part since new.

"Price" means the net selling price of a Part to Operator, last published prior
to the time when the Failure is discovered against which Operator purchases
Parts from Rolls-Royce or an affiliate Company.

"Resultant Damage" means the damage suffered by a Part, necessitating the
scrapping of that Part because that Part is beyond economic repair in accordance
with Maintenance schemes issued by Rolls-Royce, providing such damage is caused
by the Failure of another Part.

"Ultimate Flight Cycle" means the maximum permitted Flight Cycles imposed by
Rolls-Royce or the Airworthiness Authority.

"Warranted Life" means the warranted life for a Designated Part as described in
Schedule 1 to Exhibit C hereto.

"Warranty Labor Rate" means the then average direct hourly wages multiplied by a
factor of 1.5 paid by Operator to those of its employees and contractors that
provide Line Maintenance or other maintenance labor with respect to Engines.

2     NEW ENGINE WARRANTY

Rolls-Royce warrants new Engines against defect in design, material or and
workmanship which result in Failure or Resultant Damage as follows:

2.1   Warranty Period

      The period of this Clause 2 warranty shall be:

      2.1.1    the first * hours or *, whichever is first completed
               ("First Engine Run"), and

      2.1.2    the * through * hours or *, whichever is first completed
               ("Extended Engine Run").

2.2   Warranty Remedies

      2.2.1    First Engine Run

               If an Engine suffers Failure or Resultant Damage during its First
               Engine Run warranty period as defined in Clause 2.1.1, then:

*   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 of 78
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                                                         General Terms Agreement

               2.2.1.1   where such Failure or Resultant Damage necessitates
                         repair of the Engine, Rolls-Royce will arrange to have
                         such repair carried out promptly, correctly and at no
                         charge to Operator, or

               2.2.1.2   where such Failure or Resultant Damage does not
                         necessitate repair of the Engine, Rolls-Royce will
                         provide a one hundred percent (100%) allowance on the
                         Price of the affected Engine Parts.

      2.2.2    Extended Engine Run

               If an Engine suffers Failure or Resultant Damage during its
               Extended Engine Run warranty period as defined in Clause 2.1.2,
               then

               2.2.2.1   where such Failure or Resultant Damage necessitates
                         repair of the Engine, Rolls-Royce will arrange to have
                         such repair carried out promptly and correctly and will
                         accept repair charges for an amount equal to

                         (* - Engine Time) / * x invoiced repair
                         charges, or

               2.2.2.2   where such Failure or Resultant Damage does not
                         necessitate repair of the Engine, Rolls-Royce will
                         provide an allowance in respect of the affected Engine
                         Parts for an amount equal to:

                         (* - Engine Time) / * x Price of such Engine
                         Parts

2.3   BFE Exclusion

      The Airframer Furnished Equipment (hereinafter referred to as "MDFE")
      shall not be warranted by Rolls-Royce and the benefits to Operator under
      any of the warranties contained in this Exhibit C shall not apply to such
      MDFE.


3     DESIGNATED PARTS WARRANTY

Rolls-Royce warrants Parts in accordance with Clause 3.1.1 below and Designated
Parts as listed in Schedule 1 hereto

(i)   assembled into or attached to new Engines, or

(ii)  acquired by Operator as spare Parts

against defect in design, material and workmanship in the manufacture of the
Designated Part which result in Failure or Resultant Damage as set out in
Clauses 3.1 and 3.2 below:

3.1   Warranty Period

      The period of this Clause 3 warranty shall be:

      3.1.1    the first 3,000 hours or cycles of Parts Time, whichever is first
               completed ("First Parts Run"), and

      3.1.2    the 3,001 through DPWL hours or cycles of Parts Time, whichever
               is first completed ("Extended Parts Run"),

      where DPWL ("Designated Part Warranted Life") shall mean the warranted
      life of each Designated Part as set out in Schedule 1 hereto.

*   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 27 of 78
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                                                         General Terms Agreement

3.2   Warranty Remedies

      3.2.1    First Parts Run

               If, during its First Parts Run warranty period as defined in
               Clause 3.1.1, a Designated Part suffers either (a) a Failure, or
               (b) Resultant Damage due to the Failure of another Designated
               Part within that other Part's warranty period, then Rolls-Royce
               will, at its option, either:

               3.2.1.1   give a 100 percent (100%) allowance on the Price of the
                         affected Designated Part, or

               3.2.1.2   repair or exchange such Designated Part promptly,
                         correctly and at no charge to Operator.

      3.2.2    Extended Parts Run

               If, during its Extended Parts Run warranty period as defined in
               Clause 3.1.2, a Designated Part suffers either (a) Failure, or
               (b) Resultant Damage due to the Failure of another Designated
               Part within that other Part's warranty period, then Rolls-Royce
               will grant allowances on the Price of such Part as set out in
               3.2.1.1, but factored as follows:

                          DPWL-PartsTime
               Factor  =  --------------
                          DPWL-1,000

3.3   Other Engine spare Parts (NOT APPLICABLE)

3.4   Used Parts Warranty

      Rolls-Royce warrants Used Parts against Failure as follows:

      3.4.1    Warranty Period

               The period of warranty shall be the first * Flight Hours of
               Used Parts Time, commencing with the original incorporation of
               the Used Part into an Engine.

      3.4.2    Warranty Remedies

               If, during its warranty period as defined in 3.4.1 above, such
               Used Part suffers Failure then Rolls-Royce will, at its option,
               either:

               3.4.2.1   grant an allowance of one hundred percent 100% of the
                         Price of such Used Part, or

               3.4.2.2   restore such Used Part to a serviceable condition at no
                         charge to Operator, or

               3.4.2.3   replace such Used Part with another Used Part.

4     ULTIMATE LIFE WARRANTY

Ultimate Life Parts as listed in Schedule 2 to this Exhibit are warranted as
follows:

4.1   Warranty Period

      The period of warranty shall be the first * cycles of Parts Time.

*   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 28 of 78
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                                                         General Terms Agreement

4.2   Warranty Remedies

      Rolls-Royce will grant to Operator an allowance against the Price of
      Ultimate Life Parts which are permanently removed from service because of
      attaining a life limitation imposed by Rolls-Royce or the Airworthiness
      Authorities. Such allowance shall be equal to:

      *;

      *.


5     VENDOR PARTS WARRANTY

5.1   Vendor Parts in New Engines

      Vendor Parts installed in new Engines shall be warranted in accordance
      with Clause 2 - New Engine Warranty hereof. Clause 11 of the Agreement
      shall also apply to said Vendor Parts.

      Rolls-Royce shall maintain a Vendor Parts support and control service, and
      upon Operator request will assist in Vendor warranty issues arising and
      resolve any such issues with the Vendor.

5.2   Vendor spare Parts

      All Vendor spare Parts shall be warranted in accordance with Clause 3
      hereof. Clause 11 of the Agreement shall also apply to said Vendor spare
      Parts, whether or not such Vendor spare Parts are purchased from
      Rolls-Royce or directly from such manufacturer.

      Rolls-Royce shall maintain a Vendor spare Parts support and control
      service, and upon Operator request will assist in Vendor warranty issues
      arising and resolve any such issues with the Vendor.


6     TOOLING AND GROUND SUPPORT EQUIPMENT WARRANTY

6.1   Warranty Period

      Any Tooling and Ground Support Equipment shall be warranted by Rolls-Royce
      against any defect in material, design and workmanship for a period of
      twelve (12) months from delivery to Operator.

6.2   Warranty Remedies

      In case of such defect Rolls-Royce at its discretion shall repair or
      replace the defective product promptly and correctly and free of charge to
      Operator.

7     CAMPAIGN WARRANTY

7.1   Where Rolls-Royce stipulates in writing that campaign action is to be
      taken in respect of a Designated Part such that Engines are to be removed
      from service prior to the next planned shop visit, Rolls-Royce will, to
      the exclusion of all other allowances, grant Operator an allowance of:

      7.1.1    One hundred percent (100%) of the Price of all such Designated
               Parts which are at the time of such stipulation installed or held
               by Operator as new or used serviceable stock when the average
               parts time of such Designated Parts is less than * EFH from
               new

      7.1.2    Pro-rated from one hundred percent (100%) of the Price of all
               such Designated Parts which are at the time of such stipulation
               installed or held by Operator as used serviceable

*   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 29 of 78
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                                                         General Terms Agreement

               stock when the average parts time of such Designated Parts is
               * EFH from new to zero percent (0%) of the Price of all such
               Designated Parts which are at the time of such stipulation
               installed or held by Operator as used serviceable stock when the
               average parts time of such Designated Parts is twice the
               warranted life of the Parts as specified in Schedule 1.

7.2   The Campaign allowances granted under this Clause 7 are given on the basis
      that Operator will incorporate Parts as specified by the campaign as soon
      as practicable after receipt of the campaign Parts within the time period
      as may be specified by Rolls-Royce. Such allowances do not apply when
      parts are replaced on-wing, whereby under such circumstance the Warranty
      set out in Clause 3 of this Exhibit shall apply.


8     TECHNICAL PUBLICATIONS AND TECHNICAL SERVICES WARRANTY

8.1   Rolls-Royce warrants that all Information provided under this agreement
      are prepared in accordance with the state of the art at the date of their
      conception.

8.2   If any Information provided under this Agreement is shown to Rolls-Royce's
      reasonable satisfaction to be incorrect, Rolls-Royce will, in a timely
      manner, as appropriate and at its own cost, correct such information.

8.3   No warranty is given in respect of third party data interpreted by
      Rolls-Royce. Rolls-Royce assumes that all data supplied by Operator is
      accurate, and accepts no responsibility for errors and unreliable
      information contained in such data.

8.4   In respect of any work carried out by Rolls-Royce personnel under this
      Agreement, Rolls-Royce warrants that such work shall be carried out using
      due care and skill. Rolls-Royce's sole liability for Rolls-Royce's failure
      to perform such work using due care and skill shall be to re-perform such
      work using due care and skill, provided that such failure to perform has
      been brought to Rolls-Royce's attention within 90 days of performance of
      the work by Rolls-Royce.

8.5   Operator shall be responsible for making any modification to adapt for its
      use any data furnished by Rolls-Royce pursuant to this Agreement and the
      use to which the Information is put and the consequences thereof shall be
      the responsibility solely of Operator.


9     WORKMANSHIP WARRANTY - ENGINE SHOP MAINTENANCE

Rolls-Royce warrants engine shop maintenance performed by or arranged by
Rolls-Royce against faulty workmanship as follows:

9.1   Warranty Period

      The period of this Clause 9 warranty shall be the shorter of:

      9.1.1    the first 1,000 Engine Flight Hours of the repaired Engine,
               commencing with the date of installation of the engine in an
               Aircraft; and

      9.1.2    a period of twelve (12) months from installation but no later
               than * months from redelivery

      unless such period is less than the period remaining under the original
      warranty, in which case the period of the Clause 9 warranty shall be the
      period remaining under the original warranty.

*   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 30 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

9.2   Warranty Remedies

      If, during its warranty period as defined in 9.1 above, it is shown to the
      reasonable satisfaction of Rolls-Royce that, a defect, deficiency,
      failure, malfunction, or failure to function shall have become apparent in
      such Engine due to faulty workmanship in carrying out the shop
      maintenance, then Rolls-Royce warrants that it will either exchange or
      repair any such Engine suffering from such defect, deficiency, failure,
      malfunction or failure to function.


10    GENERAL WARRANTY CONDITIONS

10.1  The Warranties set out in this Exhibit C shall be subject to the
      provisions of Clause 12 of the Agreement and the following conditions:

10.2  Rolls-Royce shall have no obligation under this warranty if and to the
      extent in the reasonable opinion of Rolls-Royce any Engine or Part:

      10.2.1   has not been properly stored, installed, operated and maintained
               in accordance with the recommendations of Rolls-Royce as
               contained in its manuals, operating procedures or other written
               instructions, including instructions on life limitations, or

      10.2.2   has been repaired or altered in such a way as to impair its
               safety, operation, efficiency or design features, or

      10.2.3   has been subject to mis-use, negligence, accident or acts of God,
               or

      10.2.4   has suffered damage due to the ingestion of FOD, or =

      10.2.5   has been subjected to acts of war, rebellion, seizure or any
               other defect or cause not within the control of Rolls-Royce

10.3  In lieu of granting any Parts allowance under this Warranty Rolls-Royce
      may at its discretion repair or exchange or have repaired or exchanged any
      Part. Any Part so exchanged shall have no greater Parts Time than the Part
      returned by Operator (unless agreed with Operator).

10.4  The warranty on any Part provided under the New Engine Warranty, New Parts
      Warranty or Used Parts Warranty shall be the unexpired portion of the
      applicable Warranty.

10.5  Except as otherwise provided in this Exhibit C or elsewhere in this
      Agreement, Rolls-Royce shall not be liable for any expenses or liabilities
      sustained in connection with the removal of an Engine, Module or Part from
      an aircraft or the replacement thereof in an aircraft, or in connection
      with the removal of any Module or Part from an Engine or the replacement
      thereof in an Engine, or for any expenses, taxes, duties or liabilities
      sustained in connection therewith or in connection with any shipment to or
      from an Authorized Facility.

10.6  Where Rolls-Royce requests Operator to hold a Part pending the development
      of a repair scheme, Operator shall hold such Part for a period of up to
      thirty (30) days following such request by Rolls-Royce. If at the end of
      such period a repair scheme has not been developed, or clearly will not be
      developed within a reasonable time thereafter, Operator shall have the
      right to raise a claim.

10.7  Operator shall present any claim under Warranties to Rolls-Royce within
      180 days after the date upon which the Failure was discovered and shall
      keep and disclose accurate records of Engine operation, including records
      of maintenance adequate to support such claims.


                                 Page 31 of 78
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                                                         General Terms Agreement

10.8  Operator shall keep accurate records of Engine, Module and Parts
      operation, maintenance and storage, and engine condition monitoring data
      and / or trend monitoring data (as applicable) adequate to support claims
      hereunder, and shall permit Rolls-Royce to inspect such records during
      normal business hours upon reasonable advance notice at a location
      selected by Operator.

10.9  Operator shall make available all Engines, parts and spare parts for
      inspection and for approval by Rolls-Royce of any claim by Operator
      relating thereto during normal business hours upon reasonable advance
      notice at a location selected by Operator.

10.10 Any Part for which any allowance other than for repair has been granted by
      Rolls-Royce hereunder or which has been exchanged by Rolls-Royce shall
      become the property of Rolls-Royce. Unless Rolls-Royce specifically
      requests the return of such Parts Operator will consider such Part its
      scrap.

10.11 Any allowance granted under this Warranty shall be made as a credit note
      usable against Rolls-Royce goods and services.

10.12 Under the New Engine Warranty, Designated Parts Warranty and Ultimate Life
      Warranty as of Clauses 2 to 4 above, only one allowance per Part shall be
      paid per occurrence of a Failure or Resultant Damage. Operator may claim
      under one only of the New Engine, Designated Part or Ultimate Life
      Warranty, whichever results in the greatest allowance.

10.13 All credits granted to Midwest Express in this Exhibit C are personal to
      Midwest Express, are (subject to Clause 14.4 of the Agreement)
      non-assignable, and are not convertible to cash.

11    ADDITIONAL WARRANTIES

In addition to the other warranties set forth in this Exhibit C, Rolls-Royce
warrants as follows: (a) the Spare Engines and all Products and Services shall
be delivered free and clear of all liens and encumbrances, good and merchantable
title thereto being in Rolls-Royce; (b) the Spare Engines and all Products shall
have been manufactured solely from new and unused materials, parts and
components; (c) the Engines and all Products and Services shall comply and have
been produced, processed, labeled, delivered and sold in conformity with all
applicable federal, national, state and other laws, administrative regulations
and orders, including without limitation all applicable environmental laws and
regulations, the Occupational Safety and Health Act of 1971, as amended from
time to time, and without limiting the foregoing, Rolls-Royce specifically
certifies that all goods furnished under this Agreement shall have been produced
in compliance with all applicable requirements of Sections 6, 7 and 12 of the
Fair Labor Standards Act of 1938, as amended, and of regulations and orders of
the Secretary of Labor issued under Section 14 thereof; and (d) all Services
shall be performed in a good and workmanlike manner, in accordance with any
established professional standards for similar services.



                                 Page 32 of 78
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                                                         General Terms Agreement


SCHEDULE 1 TO EXHIBIT C - DESIGNATED PARTS

Designated Parts, together with their warranted lives are as set out below
(hours or cycles of Parts Time, whichever is first completed).

Designated Part                              Warranted Life (Hours)
---------------                              ----------------------

Turbine Blade Tracks (seal segments)                *
Blades / Vanes                                      *
Combustors and Combustion Liners                    *
Frames/Casings/Supports                             *
Bearings                                            *
Accessory Gearbox Gear (Non LLPs)                   *



*   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 33 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

SCHEDULE 2 TO EXHIBIT C - ULTIMATE WARRANTED LIFE PARTS

Rolls-Royce warrants an Ultimate Life limit on the following Parts:

Part Name

Fan Rotor
Fan Wheel
Forward Blade Retainer
Fan Drive Shaft
HPC Rotor
HPC-1 Wheel
HPC-2 Wheel
HPC-3 Wheel
HPC-4 Wheel
HPC-5 Wheel
HPC-6 Wheel
HPC-7 Wheel
HPC-8 Wheel
HPC-9 Wheel
HPC-10 Wheel
HPC-11 Wheel
HPC-12 Wheel
HPC-13 Wheel
HPC-14 Wheel
HPC Coneshaft
HP Turbine Rotor
HPT-1 Wheel
HPT-2 Wheel
HPT 1-2 Spacer
LPT Rotor
LPT-1 Wheel
LPT-2 Wheel
LPT-3 Wheel
LPT Spacer
LPT Forward Shaft



                                 Page 34 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

EXHIBIT D - OPERATOR SERVICES

1     Scope

      This Exhibit sets out Operator support services available to all operators
      of Rolls-Royce Products. Subject to the terms and conditions of this
      Agreement, Rolls-Royce shall supply to Operator and Operator shall
      purchase from Rolls-Royce certain Services as discussed in this Exhibit
      and as specified in Rolls-Royce's Commercial Price List. Rolls-Royce
      reserves the right to revise or update the Commercial Price List, any
      prices therein and any Information at any time, upon notice to Operator.
      The Rolls-Royce Spare Parts Price Catalogue for the Engine, and such other
      Commercial Price Lists and any revisions and updates thereof shall be
      published by Rolls-Royce to all operators of the Engine, and shall not be
      specific to operators but shall generally apply to the purchase of such
      goods or services from Rolls-Royce during their respective period of
      validity.

      General Policies and Procedures

      Standardized procedures and policies will be followed to ensure that
      requirements are performed in accordance with industry accepted standards.
      These procedures and policies include but are not limited to ATA
      specifications and Airworthiness Authority rules and or guidance.

      All Services supplied to Operator will be in compliance with the then
      current World Operators Supplier Guide (hereinafter "WASG") and the
      current revision ATA Specifications.

2     Rolls-Royce Operator Services Package

2.1   Operator Support Manager

      Rolls-Royce will designate an Operator support manager based in the United
      States who will provide co-ordination and liaison between Operator and
      Rolls-Royce in respect of the operation of the Engines by Operator. Such
      services extend to issues including:

      2.1.1    Managing emergency Operator requirements,

      2.1.2    Managing plans to incorporate Products into Operators'
               operations,

      2.1.3    Agreeing shop visit forecasts with Operators,

      2.1.4    Providing technical and operational direction to operators and
               field support recommendations, and

      2.1.5    Interpretation of the Manuals, and 2.1.6 Assist with the
               resolution o warranty claims.

      The services of Operator support manager are free of charge to all
      operators of Rolls-Royce Products.

2.2   Visiting Service Support

      Rolls-Royce will designate a field service representative and advise
      Operator of the location of the field service representative. The field
      service representative will make scheduled visits to Operator on a free of
      charge basis for the purposes of liaison and to answer any general
      operational and technical questions.

      Should Operator require additional or specialist visits to Operator's
      facilities to assist in the operation of Engines or training activities,
      including but not limited to, boroscope inspections and other line
      maintenance activities, Rolls-Royce may charge for such services in
      accordance with pricing established in its Commercial Price List.


                                 Page 35 of 78
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                                                         General Terms Agreement

2.3   On Site Service Representative

      At one (1) month notice of request from Operator (but not earlier than
      three (3) months prior to entry-of-service of the first Aircraft),
      Rolls-Royce will make available the services of a field service
      representative at Operator's facilities at Milwaukee. Such representative
      will provide, in addition to those services as described above, the
      following:

      2.3.1    Local technical support to assist in the resolution of technical
               problems,

      2.3.2    Training in the operation and maintenance of Engines,

      2.3.3    Advice regarding the borescoping and life management of installed
               Engines, and

      2.3.4    To effectively communicate to Rolls-Royce all aspects of
               in-services issues affecting Operator's operation of the Engine,
               and

      2.3.5    Assist with the resolution o warranty claims.

      Operator will make available to Rolls-Royce's representative on a free of
      charge basis the following:

      2.3.6    reasonable work space, services and facilities, including free
               telephone calls in accordance with his/ her duties;

      2.3.7    free emergent medical attention to the extent normally provided
               to Operator's own employees;

      2.3.8    cost of travel and a reasonable daily allowance for subsistence
               and accommodation while the representative is required by
               Operator to travel away from Operator's location at Milwaukee
               with Operator;

      2.3.9    holiday privileges in accordance with Operator's normal practice;
               upon Operator's request, Rolls-Royce will send a
               field-representative on a temporary basis to cover such holiday
               period.

      2.3.10   access to Operator's computer network for all non-sensitive data
               and information pursuant to the representative's duties.

      While working at Operator's facilities, Rolls-Royce's representative shall
      comply with Operator's rules and regulations. If Operator is dissatisfied
      with any representative, Rolls-Royce will upon request provide a
      replacement representative.

2.4   Supply of Technical Publications

      2.4.1    Rolls-Royce provides a full suite of technical publications
               (defined as Manuals) to enable the operation and maintenance of
               the Engine in accordance with Rolls-Royce operating instructions.
               The full listing of technical publications available for
               purchase, together with prices for ongoing revision services are
               provided in Rolls-Royce's Commercial Price List.

      2.4.2    Manuals will be supplied in simplified English and any
               translation or interpretation that may be required by Operator is
               the responsibility of Operator.

      2.4.3    Operator acknowledges that although Rolls-Royce may provide
               instruction, training and advice under this Agreement, Products
               are only to be maintained, operated and otherwise handled in
               accordance with the Manuals.

2.5   Operator Training

      Rolls-Royce provides training courses in the operation and maintenance of
      Engines at one of the following locations: the Rolls-Royce Corporation
      Training Center in Indianapolis, Indiana, USA; Rolls-Royce plc training
      facilities in Derby, England UK; or the Rolls-Royce/CASC training center
      in Tianjin, China in accordance with a schedule published by Rolls-Royce.


                                 Page 36 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      Rolls-Royce's training for the Engine comprises the following courses:

      o   General Familiarization, Course Duration 2 Day, Training Level ATA 104
          level I

      o   Line and Base Maintenance, Course Duration 8 Day, Training Level ATA
          104 level III

      o   Boroscope Inspection, Course Duration 2 Day, Training Level ATA 104
          level IV

      The following general provisions apply to training:

      2.5.1    One (1) copy of the training material per student will be
               provided.

      2.5.2    Preferred class size is fifteen (15) students.

      2.5.3    Operator will be responsible for providing transportation,
               subsistence, accommodations, salaries and all other related
               expenses for its personnel attending class at a Rolls-Royce
               training facility.

      Charges for the training are specified in Rolls-Royce's Commercial Price
      List.




                                 Page 37 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

EXHIBIT E - FLEET PROVISIONING SUPPORT


Exhibit E - 1     Spare Engine Purchase

1.    Supply

      Subject to the provisions of this Agreement Rolls-Royce agrees to sell and
      deliver to Operator and Operator agrees to buy and take delivery of spare
      Engines as set in Schedule 1 to this Exhibit. The schedule of spare
      Engines has been predicated upon the purchase by Operator of the Firm
      Aircraft; the schedule is subject to all of Operator's rights and remedies
      under its contract with Airframer for the purchase of Aircraft. If and to
      the extent Operator is entitled to terminate said contract with Airframer,
      or is otherwise not required to purchase Aircraft from Airframer,
      Operator's obligation to buy and take delivery of spare Engines from
      Rolls-Royce shall be proportionately reduced, and Operator shall not be
      liable to Rolls-Royce in connection with such reduction.

      Rolls-Royce also agrees that in the event Operator exhausts its pool of
      spare Engines, resulting in an Aircraft on ground situation, then
      emergency spare Engine(s) may be leased by Operator in accordance with the
      Lease Agreement. Subject to Clause 4.4.3 of Exhibit G, and notwithstanding
      anything to the contrary in the Lease Agreement, the applicable emergency
      lease rates shall be as follows:

      To the extent Operator has purchased the recommended level of spare
      Engines the following rates apply:

      Daily Charge               USD  1,760
      Take-off Charge            USD  30.33
      Flying Hour Charge         USD  74.73
      Monthly Charge             USD 35,210

      The above charges shall also apply should Operator be in a zero spare
      engine situation due to Failure (as defined in the Warranties), failure to
      achieve generally acceptable turn-around times, late delivery of spare
      engines (see Clause 8 above).

      To the extent Operator has purchased less than the recommended level of
      spare Engines the following rates apply:

      Daily Charge               USD  3,520
      Take-off Charge            USD  30.33
      Flying Hour Charge         USD  74.73
      Monthly Charge             USD 70,420

2.    Type Approval/Changes

      All Products shall at time of delivery conform to a type certificate
      issued by the Airworthiness Authority and will be manufactured in
      compliance with the official interpretations of the relevant Airworthiness
      Authority.

      If, after the date of signature of this Agreement, a change is required to
      the Engines, either:

2.1   to conform to the requirements of the Airworthiness Authority that were
      promulgated after the Effective Date and the official interpretations of
      such requirements in force at the date of delivery of such Engines, or


                                 Page 38 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

2.2   to incorporate a modification or change which has been agreed between
      Operator and Rolls-Royce,

      then Rolls-Royce will issue a written change order, which shall constitute
      an amendment to this Agreement. Unless otherwise agreed, any increase in
      any price that is a result of any change order is to be borne by Operator,
      except that if the change is required due to a flaw or defect in the
      Engines, any increase in price resulting from the change order shall be
      borne by Rolls-Royce.

3.    Inspection and Acceptance

      Conformance to the Specification of Products will be assured by
      Rolls-Royce through the maintenance of procedures (including Engine
      acceptance testing), systems and records approved by the
      Luftfahrt-Bundesamt based on JAR 21-G by the JAA. An authorized Release
      Certificate will be issued and signed by Rolls-Royce personnel authorized
      for such purposes. Operator shall be given full access to review all such
      procedures, systems, records and certificates at any reasonable time and
      from time to time.

4.    Price and Payment

      The base price of Engines is set out in Schedule 1 to this Exhibit. The
      deposits and price of Engines shall be calculated in accordance with the
      formulae specified in Schedule 2 to this Exhibit.

      Unless otherwise agreed by the Parties, Operator will make payments in
      United States Dollars as follows:-

      o   Ten percent (10%) of the Engine base price upon signature of this
          Agreement, plus;
      o   Ten percent (10%) of the Engine base price eighteen (18) months before
          scheduled delivery, plus;
      o   Ten percent (10%) of the Engine base price twelve (12) months before
          scheduled delivery, plus;
      o   Balance of the Purchase Price upon delivery of the Engine.

      Rolls-Royce will issue invoices to cover each of the above payments.



                                 Page 39 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Exhibit E - 2     Spare Parts Supply

1.    Intent and Term

      Rolls-Royce shall sell spare Parts to Operator in quantities sufficient to
      meet Operator's requirements.

      Operator shall buy from Rolls-Royce all of its requirements for spare
      Parts. In the following circumstances Operator may obtain from established
      and approved sources other than Rolls-Royce or from other airline
      operators spare Parts which are required to be purchased from Rolls-Royce:

      o   as a temporary expedient in the event of a failure by RR to supply
          spare Parts as required herein which has an impact on Operator's
          operations; or

      o   during any period when Rolls-Royce is hindered or prevented from
          delivering spare Parts due to circumstances beyond its control
          provided Operator is thereby able to obtain the spare Parts it
          requires sooner than Rolls-Royce is able to supply them, and provided
          further that Operator will not unreasonably thereby increase its stock
          of the spare Parts; or

      o   industry standard parts as identified in the Rolls-Royce Illustrated
          Parts Catalogue.

      Where Operator has an urgent requirement for any Tooling which Rolls-Royce
      has in stock or otherwise has reasonably available to it, Rolls-Royce
      shall sell to the Operator such Tooling, at a reasonable price and
      reasonable Lead Time.

      Rolls-Royce and Operator shall comply with the ATA Specifications with
      regard to supply of spare Parts except as specifically amended herein.

      Operator is required to provide information required to become established
      on the Rolls-Royce on line spares management system.

      Rolls-Royce shall sell spare Parts to Operator on the terms set forth in
      this Agreement from the Effective Date through and including the date that
      is sixteen and one-half (16 1/2) years after the date on which the last
      Aircraft purchased by Operator is delivered to Operator.

      Upon, Operator's request, Rolls-Royce shall assist Operator in locating
      and facilitating the sale of spare Parts held by consignment with other
      operator or airframer, if any.

      Nothing in this clause shall be deemed to extend the obligations of RR or
      to diminish the limitations upon such obligations under the Warranties.

2.    Provisioning

      Operator shall purchase and maintain a mutually-agreed stock of spare
      Parts and Tooling to support its operation.

      Rolls-Royce and Operator shall agree upon the required stock of spare
      Parts and Tooling within a timescale commensurate with Operator's
      operational requirements.

      Consistent with changes in Operator's operational requirements,
      Rolls-Royce and Operator will regularly review and agree upon changes to
      required stock levels of spare Parts and Tooling.

3.    Forecasting

      Operator shall, upon request, provide Rolls-Royce with forecasts
      specifying projected requirements for spare Parts to cover a period of at
      least 12 months. Operator shall give Rolls-Royce as much notice as
      possible of any change in such estimated requirements. All such forecasts,
      projections and estimates will be non-binding and will not obligate
      Operator.


                                 Page 40 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      Operator shall, upon reasonable request, inform Rolls-Royce of the
      intended use of the Products, including details of the end user of the
      Products.

      Operator shall provide Rolls-Royce with the following information and
      thereafter shall give Rolls-Royce as much notice as possible of any change
      in its operation likely to affect spare Parts requirements:

      - a twenty-four (24) month non-binding shop visit forecast, detailing
      Engine Serial Numbers, such forecast shall be updated on a monthly basis,

      - a thirty-six (36) month shop-visit forecast, detailing Engine type and
      mark, such forecast shall be updated on a quarterly basis.

4.    Ordering Procedure

      Operator shall issue an order for spare Parts in an agreed format in
      accordance with the ATA Specifications.

      Rolls-Royce shall promptly acknowledge receipt of each order for spare
      Parts in accordance with the ATA Specifications. Unless qualified, such
      acknowledgement shall constitute an acceptance of the order under the
      terms of this Agreement.

5.    Order Cancellation

      Where Operator wishes to cancel an order placed in accordance with Clause
      4, Operator shall inform Rolls-Royce immediately. Rolls-Royce shall use
      all reasonable efforts to place the part elsewhere with the effect of
      Operator not facing a cancellation fee. If Rolls-Royce is unable to sell
      or use the ordered part elsewhere Rolls-Royce may make a reasonable
      cancellation charge representing the actual costs incurred for such
      cancellation.

6.    Lead Times

      Unless otherwise agreed by the Parties, spare Parts shall be delivered
      within the lead time specified in the Commercial Price List current at the
      receipt of Operator's order except for:

           spare Parts required for provisioning in accordance with Clause 2, or

           Orders significantly in excess of Operator's normal requirements, in
           which case, the Parties shall mutually agree upon the applicable lead
           time.

      Where Operator has an urgent requirement for a spare Part Rolls-Royce
      shall endeavor to deliver such spare Part within the time limits specified
      by Operator. In the case of AOG orders, Rolls-Royce shall deliver the
      required spare Part within four (4) hours after receipt of notice of the
      AOG. It shall be Rolls-Royce's objective to advise Operator of
      Rolls-Royce's proposed action in response to non-AOG urgent orders within
      24 hours, and to fill non-urgent orders for items of which the Operator is
      out of stock within 7 calendar days.

7     Modifications to spare Parts

      Rolls-Royce shall be entitled to substitute modified spare Parts in place
      of spare Parts ordered by the Operator hereunder, provided that the said
      modification has received the approval of the Airworthiness Authority in
      accordance with the relevant Rolls-Royce Service Bulletin, and shall
      notify Operator of such substitution prior to delivery. Rolls-Royce shall
      reimburse Operator for obsolete parts in stock current at the time of
      delivery of the modified parts and up to the level that is normally
      required to support Operator's operation, if any.


                                 Page 41 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      Modified spare Parts will be supplied unless the modifications stated in
      the Service Bulletins are non-mandatory and Operator states in writing to
      Rolls-Royce within 90 days of the issue of the relevant Service Bulletin
      that the modification is not required, in which case Operator shall be
      entitled to receive pre-modified spare Parts on terms to be agreed.

8     Conformance

      All spare Parts, and where necessary Tooling will be assured by
      Rolls-Royce through the maintenance of procedures, systems and records
      approved by the Airworthiness Authority. An Authorized Release Certificate
      will be issued and signed by Rolls-Royce authorized personnel for such
      purpose.




                                 Page 42 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Exhibit E Schedule 1 - Engine Delivery Schedule and Base Price

                                                                   Base Price
                                                                  each (January
    Description                       Quantity   Delivery Date     US Dollars)
    -----------                       --------   -------------    -------------

1.  spare Engine (without FADEC)          1      March 2002           *
    Transportation Stand incl.                   March 2002           *
    MVP bag

2.  spare Engine (without FADEC)          1      January 2003         *
    Transportation Stand incl.                   January 2003         *
    MVP bag

3.  spare Engine (without FADEC)          1      November 2003        *
    Transportation Stand incl.                   November 2003        *
    MVP bag

4.  spare Engine (without FADEC)          1      September 2004       *
    Transportation Stand incl.                   September 2004       *
    MVP bag

transportation stand * and Moisture & Vapour Protection (MVP) bag *.

**All delivery dates are subject to the delivery of Firm Aircraft by Airframer
to Operator, and to the exercise by Operator of all its rights and remedies
under its contract with Airframer for the purchase of Aircraft; the general
intent is for the first spare Engine to be delivered at approximately the same
time as the first Firm Aircraft, for the second spare Engine to be delivered at
approximately the same time as the tenth Firm Aircraft, for the third spare
Engine to be delivered at approximately the same time as the twentieth Firm
Aircraft, and for the fourth spare Engine to be delivered at approximately eight
(8) months from delivery of the last Firm Aircraft.

Rolls-Royce and Operator hereby agree that Operator shall have the option (but
not the obligation) to purchase one (1) additional spare Engine from Rolls-Royce
for every five (5) Option Aircraft that Operator (in its sole discretion)
purchases from Airframer. The Base Price for each such additional spare Engine
that Operator chooses to purchase shall be *, subject to escalation pursuant to
the formula set forth in Schedule 2 to Exhibit E; the delivery date shall be as
mutually agreed upon by the Parties; and any such purchases shall otherwise be
governed by the terms 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 43 of 78
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                                                         General Terms Agreement

Exhibit E Schedule 2 - Escalation


Engine Base Price Escalation Formula

The Price of each of the spare Engines and TSP charges shall be calculated as
follows:

PF = BP[0.7(I1/B1) + 0.3(I2/B2)] x 1.005

Where:  PF = Purchase Price / TSP Charge for Calendar Year Y
BP = Engine Base Price / TSP Charge in 2001

I1 = Employment Cost Index SIC Code 3721W, Wages and Salaries for the Industry
     group "Aircraft manufacturing" as published by the US Department of Labor,
     Bureau of Labor Statistics (the "Bureau"), under series ID ecu28102i -
     Averaged for the twelve (12) month period of July of Y-2 through June of
     Y-1. As the index is published on a quarterly basis in March, June,
     September and December, the ECI value for the month of March shall be used
     for the months of January and February; the value for June used for April
     and May, the value for September used for July and August; and the value
     for December used for October and November.

B1 = Same index as above, but for the period of July of Y-3 through Y-2.

I2 = Material Index PPI 14, Transportation Equipment - Average index for the
     twelve (12) month period of July of Y-2 through June of Y-1.

B2 = Same index as above, but for the period of July of Y-3 through Y-2.

     N = The number of years from the year of the initial Engine pricing base
         year.

     Note:  Average index is defined as the sum of the individual monthly values
     divided by twelve.

The above indices are defined as the most recent firm indices available from the
BLS (Bureau of Labor Statistics) in October of year Y-1. In the event that any
of the above indices cease to be published or the BLS modifies the basis of
calculation, a replacement or alternative index or indices corresponding as
nearly as possible to those discontinued or modified shall be selected by
Rolls-Royce. In the event that the formula calculation results in a negative
value, the increase shall be assumed to be zero.



                                 Page 44 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

EXHIBIT F - FLEET GUARANTEES

PRODUCT ASSURANCE GUARANTEES

Rolls-Royce grants and Operator accepts the following product assurance
guarantees listed in this Exhibit F ("Guarantees") in respect of Engines first
installed in the Aircraft and Products delivered pursuant to this Agreement:

DEFINITIONS

In addition to those words and phrases defined in the main body of the
Agreement, the following words and phrases when used in the Product Assurance
Guarantees shall have the meaning and definition set forth below.

"Anniversary Date(s)" means any or all of the anniversary dates from the date of
delivery of the first Firm Aircraft to Operator through the Term of Guarantee.

"Period of Calculation" means the relevant period for which a calculation is
made under any of the Guarantees detailed in Exhibit F to this Agreement.

"Term of Guarantee" means that period of time commencing with the date of
delivery of the first Aircraft to Operator and ending after ten (10) years.

GOVERNING CONDITIONS AND ADMINISTRATION

1.    The obligations of Rolls-Royce under the Guarantees are subject to the
      following Governing Conditions:

      o   compliance by Operator with the material terms of the Warranties;

      o   Operator taking delivery of, retaining and maintaining for operational
          use Products as mutually agreed upon by the Parties; and

      o   Subject to the exercise by Operator of its rights and remedies under
          its contract with Airframer for the purchase of Aircraft, and to any
          changes in the schedule of delivery of Aircraft under said contract,
          Operator taking delivery of each Firm Aircraft in accordance with the
          schedule set out in this Agreement and operating each Firm Aircraft in
          regular and frequent airline operation;

2.    In establishing the Guarantees Rolls-Royce has assumed the Operational
      Assumptions set out in Exhibit B.

3     If during the term of the Guarantees the actual operation differs
      significantly from the above assumptions set out in Exhibit B above or the
      conditions set forth in Clause 1 above or if any other significant
      operational change occurs including, without limitation, the introduction
      of any mandatory modifications outside Rolls-Royce's control (other than
      modifications necessitated by defects in Engines or their components) or
      significantly inconsistent with Rolls-Royce's reasonable understanding at
      the time the guarantee levels were established, the Parties may revise,
      such revision not to be unreasonably withheld by either party, the
      Guarantees to take into account the effect of such difference.

4     Any credit granted under any of the Guarantees shall be solely used by
      Operator against 50% of the purchase price of any Rolls-Royce proprietary
      AE3007 Parts purchased from Rolls-Royce.


                                 Page 45 of 78
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                                                         General Terms Agreement

5     If credits granted under any of the Guarantees are in excess of the amount
      which would have accrued to Operator under such Product Assurance
      Guarantee as determined by a single calculation over the entire Term of
      Guarantee of such Product Assurance Guarantee, such excess shall first be
      offset against any amounts due to Operator under any of the Guarantees.
      Any remaining excess shall be promptly refunded to Rolls-Royce by
      Operator.

6     If Operator is entitled to similar credit pursuant to the terms of more
      than one Warranty or Product Assurance Guarantee as a result of the same
      event then Operator shall not be entitled to receive credits pursuant to
      each Warranty or Product Assurance Guarantee but shall elect to claim
      credit under the particular Warranty or Product Assurance Guarantee which
      Operator considers most beneficial.

7     All credits granted to Midwest Express in this Exhibit F are personal to
      Midwest Express, are non-assignable (except as allowed under Clause 14.4
      of the Agreement), and are not convertible to cash.

Operator operates and maintains the Engines in accordance with the Manuals and
the reasonable written recommendations of Rolls-Royce (which recommendations
shall be given only after consultation with Operator).



                                 Page 46 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Exhibit F - 1  In-Flight Shutdown Guarantee

1     This guarantee provides cover against Qualified Shutdowns in excess of a
      cumulative fleet average rate of * per 1,000 Engine Flying Hours
      ("EFH").

2     At the end of each calendar month during the Term of Guarantee, Operator
      shall provide Rolls-Royce with (i) a list of all in-flight shutdowns
      during such calendar month which Operator considers to be Qualified
      Shutdowns and (ii) such information as Rolls-Royce may require to enable
      Rolls-Royce to determine which of such in-flight shutdowns are Qualified
      Shutdowns.

3     At the end of the Term of Guarantee, the Actual Shutdown Rate shall be
      calculated.

4     If the Actual Shutdown Rate for a Period of Calculation exceeds * per
      1,000 EFH, Rolls-Royce's sole obligation will be to grant to Operator a
      credit note of 10,000 US Dollars for each cumulative excess Qualified
      Shutdown as compensation less any credits already provided under the
      In-Flight Shutdown Guarantee.

5     "Qualified Shutdown" means the in-flight shutdown of an Engine during the
      course of a scheduled revenue flight of the Aircraft by Operator which is
      determined to have been caused solely by an Engine-caused Failure.
      Multiple in-flight shutdowns of the same Engine during the same flight leg
      for the same problem will be counted as one in-flight shutdown. A
      subsequent in-flight shutdown on a subsequent flight leg for the same
      problem because corrective action has not been taken shall be excluded.

6     "Actual Shutdown Rate" means the total number of Qualified Shutdowns of
      all Qualified Equipment during a Period of Calculation multiplied by one
      thousand (1,000) and divided by the Flight Hours during such period.


*   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 47 of 78
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                                                         General Terms Agreement

Exhibit F - 2  Fuel Consumption Retention Guarantee

1.    This guarantee provides cover against Operator's Engine average cruise
      fuel consumption increasing by more than * above an established baseline
      for Qualified Equipment during the first * hours since new, whichever
      occurs first. For the purposes of this Exhibit F-2 only, this period shall
      be designated the Term of Guarantee.

2     Following each Engine's entry into service Operator will measure fuel
      consumption and record the following data for each Qualified Equipment in
      order to establish a performance baseline (hereinafter referred to as a
      "Performance Baseline") :

            Engine serial number
            Aircraft Serial Number
            Date
            Time
            Altitude
            Mach Number
            Total Air Temperature (TAT)
            Calibrated Air Speed (CAS)
            Engine Pressure Ratio (EPR)
            Fuel Flow
            Fuel Temperature
            Low Pressure Compressor Rotor Speed (N1)
            High Pressure Compressor Rotor Speed (N2)
            Exhaust Gas Temperature (EGT)
            Bleed Air Configuration
            Anti-Ice Wing
            Anti-Ice Nose
            Vibration

      Annually thereafter Operator will establish an annual performance level
      (hereinafter referred to as an "Annual Performance Level"). Performance
      Baseline and Annual Performance results are referred to collectively as
      Data. Rolls-Royce may be represented on measurement flights. Performance
      Baselines and Annual Performance Levels shall be expressed as percentage
      deviations from the Model with performance better than the Model being
      expressed as a negative percentage and performance worse than the Model as
      a positive percentage.

3     Instrumentation used in the recording of Data will be within calibration.
      If upon review of Data by both Parties and any necessary checking of
      instrumentation, in the reasonable judgment of the Parties the calibration
      of such instrumentation appears to be out of date or inadequate, Operator
      will re-calibrate the instrumentation. Rolls-Royce may require the
      correction of Data or re-establishment of Data hereunder.

4     The fleet average Performance Baseline shall be calculated at each
      Anniversary Date as the average of the Performance Baselines established
      pursuant to Clause 2 hereof and in existence at that Anniversary Date. If
      the fleet average specific fuel consumption for Engines as demonstrated on
      new production pass-off tests is better than the new engine test bed
      specific fuel consumption acceptance limit stated in the Specification,
      then for the purposes of this guarantee, the fleet average Performance
      Baseline shall be changed in a positive direction by the same amount.

5     The fleet average Annual Performance Level at each Anniversary Date shall
      be calculated as the average of the Annual Performance Levels at that
      Anniversary Date as established pursuant to Clause 2 hereof.

6     If at the second or subsequent Anniversary Date during the Term of
      Guarantee the Weighted Average Deterioration (as defined by the term "WDi"
      in Clause 6 below) as a percentage exceeds

*   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 48 of 78
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                                                         General Terms Agreement

      3.00%, and to the extent that such fuel consumption deterioration is
      attributable to an Engine deficiency, then Rolls-Royce's sole obligation
      shall be to compensate Operator by credit note for such excess fuel
      consumption deterioration for the period up to the Anniversary Date for
      which the Weighted Average Deterioration is being calculated. In addition,
      if Rolls-Royce elects to remove an engine exclusively for exceeding the
      guaranteed fuel consumption level, then Rolls-Royce shall provide Operator
      with a parts and labor credit for the restoration of the Engine's
      performance equal to 100% up to * hours decreasing pro-rata to zero at
      * flight hours.

      Reimbursement due to Operator hereunder shall be calculated for a given
      Anniversary Date (i) pursuant to the following formula:

      S  = R  - R
       n    n    n-1

      (For the purposes of such formula, negative values of Rn-1 shall have a
      value of zero.)

      Where

      Sn = the amount of reimbursement in US Dollars to be granted to Operator
      for Anniversary Date n (for positive values of Sn only).

      Rn-1 = the total value of credit paid to Operator under this guarantee in
      respect of the period from the commencement of the Term of Guarantee up to
      the Anniversary Date immediately prior to the said Anniversary Date (n).

      Rn = the total value of credit due to Operator from the commencement of
      the Term of Guarantee up to the said Anniversary Date (n), calculated in
      accordance with the following formula:

              (WD  - GD)
                 n
         R  = ---------- x (G x H x WC )
          n      100                  n

      Where:

      WDn means the cumulative average fuel consumption deterioration of the
      Qualified Equipment from the start of the Term of Guarantee up to the said
      Anniversary Date (n), calculated in accordance with the following formula:

               n
               E (D x H )
                   i   i
              i=1
         WD = -----------
           n       H

              (FD    + FD )
                 i-1     i
         D  = ----------- - F
          i       2


      Where:

      F = the fleet average Annual Performance Baseline calculated pursuant to
      Clause 4 of this Guarantee.

      FDi= the Annual Performance Baseline calculated pursuant to Clause 4 of
      this Guarantee at Anniversary Date (i).

      FDi-1 = the Annual Performance Baseline calculated pursuant to Clause 4 of
      this Guarantee at the Anniversary Date immediately preceding the
      Anniversary Date (i-1).

      Hi = the total of all Qualified Engine Flight Hours by Operator as logged
      during the period between the Anniversary Dates relating to FDi-1 and FDi.

*   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 49 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      H = the total of all Engine Flight Hours by Operator as logged on all
      Qualified Equipment from the start of the Term of Guarantee up to the said
      Anniversary Date n.

      GD = the guaranteed level allowable pursuant to Clause 5 hereof.

      WCn = the weighted average cost of fuel in US dollars from the start of
      the Term of Guarantee up to the said Anniversary Date (n), calculated in
      accordance with the following formula:

               n
               E (C x H )
                   i   i
              i=1
         WC = -----------
           n       H

      Where:

      Ci = the average cost to Operator of aviation fuel (after deduction of any
      subsidies or Government or other allowances received by Operator, and
      excluding, without limitation, pumping fees, taxes and fuel surcharges)
      consumed by Operator's Qualified Equipment during the period specified in
      the definition of Hi above in US dollars per US gallon and calculated by
      dividing the total amount actually paid during such period Hi by the
      number of US gallons of fuel so purchased.

      G = the block mission fuel burn expressed in US gallons per engine flight
      hour for the Typical Mission calculated using the Performance Document.

7.    If at the third or subsequent Anniversary Date during the Term of
      Guarantee the value of Sn is negative then Operator shall refund to
      Rolls-Royce an amount equal to the value of Rn-1 - Rn. If the value of Rn
      is zero or negative, Operator shall refund an amount equal to Rn-1. To
      calculate Si at the following Anniversary Date the Value of Rn-1 is set to
      zero.

8.    Any liability under this guarantee will continue until such time as
      Rolls-Royce may elect to make fuel improvement modifications available. If
      such modifications have not been incorporated into the Engines at
      delivery, then to the extent that any Rolls-Royce charge for such
      modification parts is in excess of parts charges which Operator would
      otherwise have incurred, such excess will be offset by credit notes issued
      by Rolls-Royce.

9     Intentionally left blank.

10    "Model" means the Rolls-Royce datum Engine model as may be amended from
      time to time.

11    "Typical Mission" means the standard aircraft mission agreed between the
      parties from time to time on a block hour basis (including taxi time) to
      be reasonably representative of Operator's average operation of the
      Aircraft in terms of those flight parameters affecting fuel burn including
      but not limited to range, payload, flight profile, climatic conditions and
      take off derate. The parties shall change the Typical Mission if either
      can reasonably demonstrate to the other that a material change has
      occurred in any of such parameters.

12    "Performance Document" means the Embraer performance document for the
      Engine powered ERJ aircraft.

13    If, after the date of signature of this Agreement, modifications are
      required to be made to Engines as a result of Airworthiness Authority's
      requirements and such modifications have the effect of increasing fuel
      consumption, Rolls-Royce may (unless the modifications are necessitated by
      a defect in the Engines) require that within 30 (thirty) days after
      incorporation of any such modification the initial performance baseline
      for each Qualified Engine in which any such modification is incorporated
      shall be adjusted to take into account the effect of such modification.
      The average of such new performance baselines for all such Qualified
      Equipment shall thereafter constitute the fleet average Performance
      Baseline and shall thereafter be used to determine any liability of
      Rolls-Royce under this Guarantee. However, if further modifications are
      introduced


                                 Page 50 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      which alleviate the effect of the original modifications then Operator may
      require that within 30 (thirty) days after incorporation of any such
      modification a further revised performance baseline for each Qualified
      Engine in which any such modification is incorporated shall be
      established. The average of such new performance baselines for all such
      Qualified Equipment shall thereafter constitute the fleet average
      Performance Baseline and shall thereafter be used to determine any
      liability of Rolls-Royce under this Guarantee.




                                 Page 51 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Exhibit F - 3  *

1.    *

2.    *

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.


                                 Page 52 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Exhibit F - 4  Shop Visit Rate (SVR) Guarantee

      (THIS GUARANTEE ONLY APPLIES IF TSP IS NOT SELECTED)

1     If Operator's Qualified Engine SVR exceeds * per 1000 Flight Hours on a
      cumulative fleet average basis during the first ten years from delivery of
      the first Aircraft Rolls-Royce shall provide a credit note of US$5,000 per
      excess event. Such credit note shall be useable against 50% of the price
      of Rolls-Royce invoiced goods and services.

2     Qualified Engine shop visits will be counted under the SVR Guarantee if
      the shop visit meets any of the following criteria:

2.1   The shop visit was necessary to correct an Engine-caused Failure. Shop
      visits for corrective action that could have been performed on-wing, but
      was performed in the shop for convenience, do not qualify.

2.2   The shop visit was necessary to comply with an Airworthiness Directive
      issued by FAA or recommendations contained in mandatory compliance Service
      Bulletins requiring compliance within a specified number of Flight Hours
      or Flight Cycles.

2.3   The shop visit was necessary to comply with the Manuals or Rolls-Royce's
      written recommendation to perform scheduled maintenance which requires an
      Engine shop visit at scheduled intervals.

*   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 53 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Exhibit F - 5     Shop Maintenance Cost Guarantee

      (THIS GUARANTEE ONLY APPLIES IF TSP IS NOT SELECTED)

1     This guarantee provides cover against Workshop Maintenance Cost in excess
      of a cumulative rate of * per EFH at 2001levels

2     Within ninety (90) days of each Anniversary Date, Operator shall submit to
      Rolls-Royce a report, both written and, where possible, in machine
      readable form, in respect of the preceding year, setting forth the
      following data and information with respect to Engine shop visits:

      o   the serial number of Engines in the possession of Operator at the
          Anniversary Date and a listing of all shop visits during such Period,

      o   for each shop visit, fully itemized details of the associated
          Replacement Parts Cost, including Part number, price paid and all
          warranty allowances whatsoever and whomsoever provided,

      o   the Labor Cost for the Period, including, where possible, for each
          separate item of Labor Cost, the Engine event date and the number of
          direct workshop labor hours, and all warranty allowances whatsoever
          and whomsoever provided, and

      o   the total Flight Hours during the Period.

      Failure to submit such report within the prescribed time and in a form and
      context acceptable to Rolls-Royce shall give to Rolls-Royce the right
      exercisable on giving written notice to Operator to terminate
      Rolls-Royce's obligations under this Guarantee unless Operator rectifies
      such failure within thirty (30) days of such notice.

3     Within 180 days of each Anniversary Date, and subject to receipt of the
      data as specified in 2 above, Rolls-Royce shall verify the actual
      Replacement Parts Cost and Labor Cost.

4     Rolls-Royce agrees that within 180 days after each Anniversary date to
      credit Operator 75% of any excess cost as calculated as follows:

      C = (Mn + Ln) - GCn x F x 0.75

      where:

      C = Credit Due

      where:

      Mn = The total of all items of Replacement Parts Cost, from the start of
      the Term of Guarantee to the th Anniversary Date, netted in accordance
      with Clause 2 above, and then adjusted to base year level by dividing by
      factor F, calculated for such Period as described in Schedule 1 of this
      Guarantee.

      Ln = the total of all items of Labour Cost, from the start of the Term of
      Guarantee to the th Anniversary Date, netted in accordance with Clause 2
      above.

      GCn = The Guaranteed Cost from the start of the Term of Guarantee to the
      nth Anniversary Date.

      F = The factor for maintenance cost adjustment for the Term of Guarantee
      as follows:

          (100 + P)
      F = ---------
             100

*   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 54 of 78
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                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      where P is the cumulative effect in percentage terms of the spare parts
      price changes implemented by Rolls-Royce for the AE3007 spare parts as
      announced from time to time from 2001 to the last month of the period for
      which the costs are being adjusted.

5     "Guaranteed Cost" shall be the rate set out in Clause 1 above multiplied
      by the Engine Flight Hours from the commencement of the Term of Guarantee.

5     "Part(s)" means any of Part excluding Life Limited Parts.

7.    "Replacement Part" means any new Part incorporated into an Engine at a
      shop visit during the Term of Guarantee to replace a scrapped Part which
      shop visit and Part replacement is required solely:

      o   as a result of Engine-caused Failure or Resultant Damage; or

      o   as a result of normal fair wear and tear beyond Rolls-Royce Manual
          limits; or

      o   as a result of the introduction of a mandatory service bulletin or an
          Airworthiness Authorities directive; or

      o   as a result of Rolls-Royce's written recommendation to perform
          scheduled maintenance which requires an Engine shop visit at scheduled
          intervals, and

      For the purpose of this guarantee, a part shall be deemed to be required
      to be scrapped if the cost of Reworking such Part exceeds seventy five
      percent (75%) of the then current price of such Part.

8     "Replacement Parts Cost" means the price actually paid or payable solely
      for Replacement Parts to Rolls-Royce or to Rolls-Royce approved vendors
      which shall not exceed the then applicable commercial list price for such
      Part.

9     "Labor Cost" means the direct workshop labor hours expended by Operator or
      Operator's maintenance provider in teardown, inspection, cleaning,
      processing, Reworking (including any subcontracted Agreement), modifying
      (such Rework and modification costs not to exceed 75% of the price of the
      equivalent Replacement Part), rebuilding and/or testing Engines or Parts
      in accordance with the Manuals as recorded in accordance with a man-hour
      recording system acceptable to Rolls-Royce, which direct workshop labor
      hours expended shall be subject to audit and verification by Rolls-Royce
      and multiplied by Operator's or Operator's maintenance provider's Warranty
      Labor Rate at 2001 level. Operator's direct man-hours shall not include
      time logged for overhead costs including but not limited to time spent on
      updating bulletins and manuals, training, technical investigations and
      component movement.

10.   Where Rolls-Royce recommends that Operator removes a part or Engine to
      avert what is, in Rolls-Royce's view, a likely failure and Operator
      declines to remove such item at its first convenient opportunity the
      Replacement Parts Cost arising from any resulting failure including
      Replacement Parts Costs incurred as a result of Resultant Damage shall not
      be eligible under this Agreement.


                                 Page 55 of 78
<PAGE>
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                                                         General Terms Agreement

Exhibit F - 6  ITT Guarantee

1     Each new Engine shall maintain normal takeoff thrust without exceeding its
      certified maximum indicated turbine temperature (ITT) limit during the
      first * Flight Hours or * from each Engine's delivery,
      whichever first occurs.

2     When an Engine is removed exclusively for exceeding the certified maximum
      ITT limit during the Guarantee period, Rolls-Royce will provide the
      following parts credit allowance and labor allowance for the restoration
      of the Engine's performance:

2.1   100% from new to * Flight Hours, and

2.2   Decreasing pro rata from 100% at * Flight Hours to zero percent (0%) at
      * Flight Hours.

3     As an alternative to the above allowances, Rolls-Royce may, at its option,
      arrange to have the removed Engine restored as appropriate at an
      Authorized Facility designated by Rolls-Royce:

3.1   At no charge for the first * Flight Hours, and

3.2   At a charge increasing pro rata from zero percent (0%) of Rolls-Royce's
      reasonable costs at * Flight Hours to 100% of such Rolls-Royce's
      repair costs at * Flight Hours.

4     Before rejecting the engine and sending it to Rolls-Royce, Operator shall
      perform appropriate on-wing trouble-shooting. If necessary, Rolls-Royce
      reserves the right to have an incoming performance test of the Engine
      conducted at an Authorized Facility to be performed on the Engine in the
      condition received without any additional procedures by Rolls-Royce or its
      Authorized Facilities other than borescoping. If the Engine is found to be
      within the Guarantee limits and can reasonably be expected to perform
      within limits for the remaining term of the Guarantee, the cost of testing
      and/or technical analyses of such claim shall be at Operator's expense.

5     If an Engine experiences a Module replacement before Engine removal, this
      Guarantee will apply until the highest time Module reaches * Flight
      Hours time since new. This Guarantee covers performance deterioration due
      to Failure. All other shop repair work, which is not related to
      performance restoration, is Operator's responsibility unless otherwise set
      forth in 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 56 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Exhibit G - TOTAL SUPPORT PACKAGE

1.    Definitions

      In addition to those words and phrases contained in the main body of the
      Agreement, the following words and phrases when in this Total Support
      Package shall have the meaning and definition set forth below.

      "Additional Services" means (i) the Rework of Non-Qualified Events in
      accordance with the EMP or (ii) the incorporation of any optional
      performance improvement modifications which Rolls-Royce may offer to
      Operator from time to time.

      "Authorized Facility" means a Rolls-Royce approved Rework station as may
      be specified by Rolls-Royce to Operator from time to time and which is
      certified by the Airworthiness Authorities for the Rework of Engines,
      Modules and Parts.

      "Covered Services" means the Rework at an Authorized Facility (including
      the provision of Parts) necessary to return Qualified Equipment suffering
      Qualified Events to a serviceable condition in accordance with the
      applicable Manuals and the EMP and which cannot be accomplished by timely
      Line Maintenance.

      "Line Maintenance" means any work required to be carried out on an Engine
      in accordance with the Manuals and which Operator may accomplish without
      returning such Engine to an Authorized Facility. Line Maintenance
      includes, without limitation, the provision, rework or replacement of
      Parts and the provision of labor in the course of work as mentioned in the
      preceding sentence.

      "Line Replaceable Unit (LRU)" means those Parts listed in Schedule F of
      Exhibit G hereto.

      "Line Replaceable Part (LRP)" means all Rolls-Royce supplied line
      replaceable external engine hardware (including LRU's) on the Engine
      having suffered Qualifying Events with the following exceptions:

      o   Any line replaceable internal engine components damaged by FOD or
          erosion (e.g. fan blades, spinner, fan bypass vanes, fan case, etc.)

      o   All life limited parts (LLP's), including those LLP's which are line
          replaceable.

      o   All industry standard "common-consumable" external parts without
          Rolls-Royce part number (e.g. nuts, bolts, o-rings, gaskets, etc.) RRC

      "Non-Qualified Event" means the removal of any Engine, Module or Part
      which requires a shop visit and which is not a Qualified Event, including
      without limitation, such a removal caused by FOD or events which are found
      by the Authorized Facility not to be Qualified Events or to be within the
      applicable limits set forth in the Manual, including but not limited to,
      "no fault found", accidents, improper maintenance, misuse or improper
      transportation, storage or handling.

      "Period of Cover" means the period of time commencing upon delivery of the
      first Aircraft to Operator and ending either (i.) ten (10) years
      thereafter; provided, however, that Operator may at its option, and with a
      notice period of one year prior to the end of the ten-year period, extend
      the Period of Cover to five (5) additional years, or (ii.) fifteen (15)
      years thereafter. The Charges that apply to those options are described in
      Clause 7 below.

      "Qualified Equipment" means any installed or spare Engine (including all
      Modules and Parts thereof or incorporated therein except OPTION LRU' s
      and/or Life Limited Parts) which was


                                 Page 57 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      acquired by Operator from Rolls-Royce or the Airframer or channels
      specifically approved by Rolls-Royce.

      "Qualified Event" means the removal of an item of Qualified Equipment
      which is unserviceable as a result of any one or more of the following:

      o   Normal wear and tear or performance deterioration beyond appropriate
          Manual limits which requires restoration following appropriate on-wing
          troubleshooting and Line Maintenance; or

      o   Airworthiness Directives or Mandatory Service Bulletins; or at
          Rolls-Royce's written recommendation; or

      o   Time expiry of a Life Limited Part (OPTION: only if LLP option is
          selected); or

      o   Failure (as defined in Clause 1 of the Agreement) of a Part, and which
          requires a shop visit at an Authorized Facility to return such item to
          a serviceable condition.

      "Replacement Parts" shall mean any serviceable Part incorporated in an
      Engine in the course of Covered Services or Additional Services pursuant
      to this Total Support Package.

2.    Scope

      This Exhibit records that Operator has agreed to participate in
      Rolls-Royce's Total Care Program, whereby Rolls-Royce provides Rework and
      maintenance support for Qualified Equipment used by Operator in the
      operation of its Aircraft, and in accordance with the terms hereof.

3.    Provision of Services and Exclusivity

      During the Term of this Agreement, Rolls-Royce will provide Engine
      off-wing Covered Services and Additional Services to Operator on the terms
      and conditions contained herein.

      In consideration of the mutual agreements contained herein, Operator
      hereby grants to Rolls-Royce exclusivity in respect of the accomplishment
      of any Rework of any item of Products which becomes unserviceable during
      the Period of Cover.

4     Rolls-Royce's Undertakings

4.1   Provision of Services

      Rolls-Royce shall arrange for the prompt provision of Covered Services and
      Additional Services to be undertaken at an Authorized Facility during the
      Period of Cover.

4.2   Records

      Rolls-Royce will require the Authorized Facility to maintain records of
      Covered Services and Additional Services undertaken in accordance with
      Operator's Airworthiness Authority's requirements, and to provide Operator
      with access to review such records at all reasonable times and from time
      to time.

4.3   Re-delivery and Acceptance

      4.3.1    Following Covered Services and any Additional Services
               Rolls-Royce will redeliver Engines (in a Dressed Engine
               configuration) to Operator ex-works (Incoterms 2000) the
               Authorized Facility. Notwithstanding anything to the contrary
               herein, however, Operator shall only be responsible for return
               transportation costs in an amount equal to the transportation
               expenses Operator would have incurred in shipping the Engine from
               an Authorized Facility in the United States to Operator's
               facilities in Milwaukee. Rolls-Royce


                                 Page 58 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

               shall be responsible for any return transportation expenses in
               excess of this amount. To the extent necessary, Rolls-Royce shall
               be responsible for clearing Engines through customs.

      4.3.2    Rolls-Royce will require the Authorized Facility to maintain
               records of Rework undertaken in accordance with Operator's
               Airworthiness Authority's requirements and deliver such
               documentation as is reasonably required by Operator.

      4.3.3    Operator will be deemed to have accepted Rework undertaken on
               Qualified Equipment upon the issuance of a properly authorized
               JAA or FAA release note or other approval certificate by
               Rolls-Royce or Authorized Facility (as applicable).

4.4   Spare Engine Support

      When Operator has purchased and taken delivery of the Rolls-Royce's
      recommended level of spare Engines, then

      4.4.1    If Operator's total quantity of available serviceable spare
               Engines falls to one (1) as a direct and sole result of Qualified
               Events, then Rolls-Royce use all reasonable efforts to expedite
               the Rework of an Engine by the Authorized Facility; and further

      4.4.2    If Operator's total quantity of available serviceable spare
               Engines is zero (0) as a direct and sole result of Qualified
               Events, then in addition to expediting Rework of Engines,
               Rolls-Royce will use all reasonable efforts to identify a
               non-exclusive lease engine which could be made available to
               Operator until such time as the level of spare Engine support
               increases to one (1) or more.

      4.4.3    If Operator and Rolls-Royce agree that Operator will imminently
               declare an Aircraft on ground, as defined in World Airline
               Glossary (WATOG), or Operator agree with Rolls-Royce that a
               scheduled Engine removal in accordance with the requirements of
               the EMP or predictive trending results is required, then a
               non-exclusive lease engine shall, within 24 hours of such
               agreement, be made available to Operator under the terms of the
               Lease Agreement. The daily rental charges under the Lease
               Agreement will be waived until the seventh (7th) calendar day
               after the level of serviceable spare Engine support increases to
               one (1) or more. Operator will remain responsible for the Flight
               Hour and Flight Cycle charges under the Lease Agreement, except
               that the Flight Hour charge will be reduced to the Flight Hour
               charge as provided in Clause 7.1 of this Total Support Package,
               and, to the extent Operator has selected the LLP coverage under
               the Total Support Package, the Flight Cycle charge will be
               reduced to the Flight Cycle charge as provided in Clause 7.1 of
               this Total Support Package. Operator shall substitute the first
               available Reworked Engine for the Rolls-Royce furnished
               non-exclusive lease engine as soon as possible and return the
               lease engine to Rolls-Royce (but in no event more than ten (10)
               calendar days) after receipt of such Reworked Engine.

      4.4.4    If Operator has requested Additional Services (which in the
               reasonable opinion of Rolls-Royce will cause an AOG) or if
               Rolls-Royce or its Authorized Facility is prevented from
               undertaking Rework or redelivering any Qualified Equipment by
               reason of failure by Operator to comply with its obligations
               under this Total Support Package, Rolls-Royce's liability with
               respect to Clause 4.4.3 shall be suspended for a period equal to
               the period during which the Rework or redelivery, as the case may
               be, shall have been so prevented, and Rolls-Royce shall be under
               no liability whatsoever in respect of such delay. The Parties
               shall promptly notify each other in writing of the reasons of any
               such delay, part performance and the likely duration of the
               delay.

      4.4.5    If Rolls-Royce is unable to meet its obligations under Clause
               4.4.3 above for reason other than as contemplated in Clause 4.4.4
               above, Rolls-Royce's sole liability to Operator shall be to
               reimburse Operator its reasonable and substantiated daily usage
               costs paid to a


                                 Page 59 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

               third party by Operator or, should no other engine be available,
               a liquidated damage of 120% of the then current Rolls-Royce daily
               rental charge for and Engine as per the Leasing Agreement until
               either Rolls-Royce makes a lease engine available to Operator or
               redelivers a Reworked Engine to Operator. Rolls-Royce and
               Operator acknowledge that the liquidated damages calculated as
               set forth above are reasonable damages in light of the
               anticipated harm that will be caused by Rolls-Royce's failure to
               meet its obligations, the difficulties of proof of loss, and the
               inconvenience or nonfeasibility of Operator's otherwise obtaining
               an adequate remedy. Any such liquidated damages shall be payable
               by Rolls-Royce to Operator upon demand; provided that Operator
               may, at its option, apply the amount of said liquidated damages
               as a credit against the purchase price of Products or Services,
               and/or to the charges identified in Clause 7.1 below.

4.5   Loss or Damage

      4.5.1    If any Qualified Equipment delivered to Rolls-Royce or Authorized
               Facility is lost, destroyed or damaged during the time between
               such delivery and return to Operator then Rolls-Royce will,
               promptly and at its sole discretion, either:

               4.5.1.1   Rework such damage free of charge, or

               4.5.1.2   provide Operator a credit note to the value of the item
                         as mutually agreed upon, taking into account age, usage
                         and condition, not to exceed the original price of the
                         item; or

               4.5.2.3   provide a replacement of equal value and use.

4.6   Suspended Warranty

      4.6.1    In respect of all Replacement Parts incorporated by Rolls-Royce,
               the Warranties granted by Rolls-Royce as set out in Exhibit C
               shall apply subject to all the provisions contained therein.

      4.6.2    During the Period of Cover Operator shall not be entitled to
               receive any benefit whatsoever whether by way of Rework,
               replacement parts cost allowance, labour charges or otherwise
               under the Warranties as set out in Exhibit C in relation to any
               rework of Qualified Equipment which are covered by this Exhibit;
               but save as expressly provided herein the Warranties shall remain
               in full force and effect.

5.    Operator's Undertakings

5.1   Operation and Line Maintenance

      5.1.1    Operator shall operate and maintain Qualified Equipment in
               accordance with the Manuals including the water washing of
               Engines (unless prohibited by EPA regulations) and the
               performance of all reasonable Rolls-Royce recommended Engine
               troubleshooting procedures that are conveyed in writing to
               Operator to extend the on-Aircraft life of Engines.

      5.1.2    Operator shall, at its own expense, perform all scheduled and
               unscheduled Line Maintenance on Engines as may be required
               pursuant to the Manuals and the requirements of the EMP, and any
               mutually agreed recommendations of Rolls-Royce which may from
               time to time be notified to Operator in writing.

      5.1.3    Operator shall comply with the requirements and recommendations
               of Rolls-Royce with respect to the introduction of mandatory
               Service Bulletin's, Airworthiness Directives or Service Bulletins
               at Rolls-Royce written recommendation, as stated in the EMP at
               Rolls-Royce's expense, unless the purpose of such Service
               Bulletins is improved fuel efficiency


                                 Page 60 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

               or other economic value to Operator. If the aircraft is in
               service, Rolls-Royce shall either perform the Service Bulletin on
               behalf of Operator or provide sufficient training for Operator to
               perform the Service Bulletin itself.

      5.1.4    Operator shall, in accordance with normal airline operating
               procedures, provide an adequate level of training for line
               station personnel and shall ensure that such line station
               personnel receive initial and follow up training from time to
               time on Engine maintenance troubleshooting techniques.

      5.1.5    Operator shall, at its own expense, acquire and maintain during
               the Period of Cover Engine stands and other support equipment
               sufficient (as mutually agreed by the Parties) to support its
               operation and maintenance of the Qualified Equipment.

5.2   Preparation, Transport and Shipment of Qualified Equipment

      5.2.1    If any Qualified Equipment requires removal due to a Qualified
               Event, Operator shall promptly deliver such Qualified Equipment
               to the Authorized Facility in accordance with the provisions of
               this Clause 5.2.

      5.2.2    Operator shall be responsible at its expense for performing the
               removal of all Qualified Equipment from Aircraft, the
               configuration of Engines to a Engine standard (as defined in the
               Specification in Exhibit H), the subsequent preparation of
               redelivered Qualified Equipment for installation, the
               installation of Qualified Equipment on Aircraft, the preparation
               of Qualified Equipment for transport and for the provision of
               appropriate transportation equipment.

      5.2.3    Operator shall deliver Qualified Equipment DDP (Incoterms 2000)
               accompanied, where appropriate, by an up to date Engine Log Book
               to the Authorized Facility. Notwithstanding anything to the
               contrary herein, however, Operator shall not be liable for any
               transportation expenses related to the delivery of Qualified
               Equipment to an Authorized Facility above the amount it would
               have cost Operator to transport the Qualified Equipment to an
               Authorized Facility in the North America. Rolls-Royce shall be
               responsible for any transportation expenses in excess of this
               amount, and (if applicable) for clearing Qualified Equipment
               through Customs. Operator shall comply with the relevant
               paragraphs of the Rolls-Royce maintenance manual in respect of
               the shipping and storage of Qualified Equipment and/or Parts.

5.3   Records and Reporting

      5.3.1    Operator shall maintain such airworthiness certificates,
               licenses, log books, flight manuals, records and other data
               pertaining to Engines including Engine accessories and the
               operation and maintenance thereof as required by law, and shall
               permit Rolls-Royce or its authorized representative to inspect
               such records and data during normal business hours upon
               reasonable advance notice.

      5.3.2    Operator shall maintain full and up to date records of Engine
               operation, Engine Flight Hours and cycles flown and shall permit
               Rolls-Royce or its authorized representative to inspect such
               records during normal business hours upon reasonable advance
               notice.

      5.3.3    Within seven (7) days after the end of each calendar month or
               part calendar month during the Period of Cover Operator shall
               submit to Rolls-Royce a certified statement including:

               Engine cumulative Flight Hours (CFH) and Flight Cycles (CFC), and
               Flight Hours and Flight Cycles operated for the monthly period
               reporting (MFH and MFC respectively), using the Operating Report
               form (Schedule C) to this Exhibit).


                                 Page 61 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      5.3.4    Rolls-Royce will arrange for Data Systems and Solutions ("DS&S"),
               a joint venture of Rolls-Royce and SAIC, to provide a
               comprehensive Engine health monitoring service to Operator during
               the Period of Cover. Such service will include, without
               limitation, daily notification of significant alerts and weekly
               reports of Engine condition to assist Operator in planning its
               Engine maintenance activity and provide the data necessary to
               manage Operator's fleet performance on-condition most
               effectively.

               DS&S require the following electronic data from Operator:

               For every flight the following parameters to be accurately and
               consistently recorded for both engines at stabilized cruise
               conditions.

               Date, Flight no, EPR, N1, N2, TGT, Fuel Flow Oil Pressure, Oil
               Temperature, N1 Vibration, N2 Vibration, Altitude, Mach, IAS,
               Total Air Temperature

               This data needs to be sent to DS&S within three days of
               recording, such that if an engine develops a problem, Rolls-Royce
               has a chance to respond before it develops into an unplanned
               event, or engine removal.

               Oil Consumption

               Operator is expected to monitor oil consumption (Oil uplift
               versus flight hours) and report any exceedances or significant
               deviations to Rolls-Royce.

               Format of data received by DS&S.

               Operator shall provide the data in COMPASS compliant electronic
               format - ASCII text format. If the data entry method is manual,
               then DS&S can provide a data-entry spreadsheet tool for this
               purpose and this can be formatted to suit Operator.

6     Rework procedures

6.1   Replacement of Parts

      Rolls-Royce reserves the right, at its sole discretion, to fit any new or
      used serviceable Replacement Parts in the course of Covered Services and
      Additional Services, providing such parts meet the requirements of the
      EMP.

      In the event that any Engine received by Rolls-Royce from Operator is not
      complete, or has missing or non-OEM parts, then Rolls-Royce reserves the
      right to replace such parts and will charge Operator as specified in
      Clause 7.3 below.

6.2   Title

      6.2.1    Title to and risk of loss of or damage to any Parts replaced
               under this Exhibit, whether scrap or reworkable, shall pass to
               Rolls-Royce upon removal from Qualified Equipment for
               Rolls-Royce's disposal. A Part shall be considered to be scrap
               when such Part in the opinion of Rolls-Royce is beyond economic
               Rework, or when such part requires replacement in accordance with
               rejection criteria as set out in the Manuals.

      6.2.2    Any Replacement Parts incorporated in the course of Rework
               pursuant to this Exhibit shall be deemed to have been sold to
               Operator and title to and risk of loss of and damage to such
               Replacement Parts shall pass to Operator upon redelivery of
               Qualified Equipment to Operator pursuant to Clause 4.3.1 of this
               Exhibit.

      6.2.3    Operator and Rolls-Royce each represent and warrant to the other
               that each will accomplish the transfer to the other of the full
               legal title to any equipment exchanged

                                 Page 62 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

               under Clauses 6.2.1 and 6.2.2 above, free and clear of all
               charges, liens and encumbrances. Operator warrants that it will
               obtain the authorization of the owner of such equipment (if
               Operator is not the owner), to effect such exchanges of title.
               Operator shall not without the prior written consent of
               Rolls-Royce enter into any arrangement or agreement which might
               prejudice or impair its ability to perform its obligations under
               this Clause 6.2. Operator and Rolls-Royce shall each take all
               necessary steps to secure the release with respect to any
               charges, liens and encumbrances with respect to any such
               equipment exchanged. Each party shall indemnify the other party
               for its failure to comply with this Clause 6.2.

7     Charges

7.1   Charges for Covered Services

      During the Period of Cover, the charges payable by Operator to Rolls-Royce
      in respect of Covered Services shall be calculated by multiplying the
      Flight Hours for each Engine during each month by the following charges
      (in United States Dollars).

      7.1.1    Shop Visit Coverage

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------

      As an alternative payment plan, Rolls-Royce offers the following stepped
      Charges. Operator shall inform Rolls-Royce no later than three (3) months
      prior to entry-into-service of the first Aircraft which of the two options
      Operator wishes to elect.

      Based on an annual utilization of 3,000 EFH and a Stage Length of 1.1 EFH.

      Years 1-2:        *
      Years 3-5:        *
      Years 6-10:       *

      Rolls-Royce offers to extend the term of the Total Support Package to 15
      years. Based on an annual utilization of 3,000 EFH and a Stage Length of
      1.1 EFH the Charge for years 11-15 would be *. Operator shall inform
      Rolls-Royce no later than twelve (12) months prior to the end of the
      ten-year term whether Operator wishes to extend the term of the Total
      Support Package to 15 years.

      Firm and Option Aircraft:

      Should Operator take delivery of any Option Aircraft, then upon Operator's
      request, Rolls-Royce will cover such Option Aircraft under the Total
      Support Package. Based on an Option Aircraft delivery schedule of 1 (one)
      aircraft every 2 (two) months starting in July 2005, the following charges
      would apply:

      15-Years Flat Charge, 30 Aircraft fleet:    from EIS of the first Aircraft
        *
      15-Years Flat Charge, 40 Aircraft fleet:    from EIS of the first 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 63 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement
      7.1.2    Life Limited Parts

               This service is offered to Operator as an optional coverage and
               additional to the Shop Visit Coverage above. Operator shall
               inform Rolls-Royce no later than three (3) months prior to
               entry-into-service of the first Aircraft whether Operator wishes
               to select this option.

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------

      7.1.3    LRP Support

               This service is offered to Operator as an optional coverage and
               additional to the Shop Visit Coverage above. Operator shall
               inform Rolls-Royce no later than three (3) months prior to
               entry-into-service of the first Aircraft whether Operator wishes
               to select this option.

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------

      7.1.4    Transportation

               This service is offered to Operator as an optional coverage and
               additional to the Shop Visit Coverage above and covers the
               round-trip transportation of Engines for Rework to and from the
               Authorized Facilities. Operator shall inform Rolls-Royce no later
               than three (3) months prior to entry-into-service of the first
               Aircraft whether Operator wishes to select this option.

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------
                  (Assumption: Main Base Milwaukee)

      7.1.5    Foreign Object Damage

               This service is offered to Operator as an optional coverage and
               additional to the Shop Visit Coverage and covers the removal of
               Engines for Rework due to the non-negligent ingestion of ice,
               birds, hailstones or runway gravel. Operator shall inform
               Rolls-Royce no later than three (3) months prior to
               entry-into-service of the first Aircraft whether Operator wishes
               to select this option.

*   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 64 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------

      7.1.6    Spare Engine Support

               As an alternative to purchasing the recommended level of spare
               Engines as detailed in Exhibit E above, Operator may elect to
               obtain spare Engine support through Rolls-Royce's pool of spare
               Engines.

               When Operator and Rolls-Royce agree that there is a requirement
               for a spare Engine, such as scheduling an engine off-wing due to
               deterioration or Operator experiencing an AOG (provided it is as
               a result of a Qualified Event), Rolls-Royce will provide Operator
               with a lease engine within 24 hours.

               This service covers the any applicable return conditions for
               spare Engines. Operator shall inform Rolls-Royce no later than
               three (3) months prior to entry-into-service of the first
               Aircraft whether Operator wishes to select this option.

                                     ------------------------------------------
      10-Year term, Firm Aircraft         Annual Utilization (FH per Year)
      -------------------------------------------------------------------------
       Mission Length (FH/Cycle)      2,400    2,600    2,800    3,000    3,200
      -------------------------------------------------------------------------
                 0.80                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.00                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.10                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.20                   *        *        *        *        *
      -------------------------------------------------------------------------
                 1.40                   *        *        *        *        *
      -------------------------------------------------------------------------

      7.1.7    The charges referred to in Clauses 4.4 and 7.1.1 to 7.1.6 are in
               January 2001 economic conditions, and are subject to escalation
               in accordance with Exhibit E Schedule 2 of this Agreement.

7.2   Adjustment of Charges

      The above pricing has been calculated based on certain understandings as
      set out in Clause 5.1 above and the assumptions as specified in Exhibit B
      to this Agreement. The Parties shall review the validity of these
      assumptions no earlier than one year after the effective date of this
      agreement. If Operator's operation of the Aircraft and Engines is at any
      time during the Period of Cover materially different from these
      understandings and assumptions, then the Parties by mutual agreement shall
      make adjustments on a going-forward basis as set out below to the pricing
      contained in Clause 7.1 to reasonably reflect the effect of such different
      operation on the cost to Rolls-Royce of providing the services specified
      herein. In connection with any agreement by the Parties to implement a new
      hourly rate due to a change in the assumptions, the Parties shall also
      agree to a date, corresponding to the date that the original assumption
      became invalid, that the new rate shall be effective. To the extent that
      the retroactive application of the new rate creates an overage or shortage
      in payments due to Rolls-Royce, then the Parties shall mutually agree upon
      a schedule to offset the overage or shortage commencing no later than
      three months after the overage or shortage is identified. The overage or
      shortage may be reimbursed in one lump sum or over time, but in no event
      shall the duration for reimbursement exceed two years.

*   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 65 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

7.3   Charges for Additional Services

      Rolls-Royce shall invoice Operator, and Operator shall pay, for all
      Additional Services and any and all Parts incorporated in accordance with,
      and the then current applicable Authorized Facility's commercial rates for
      labor, subcontract charges, handling fees and test facility, fuel and oil
      fees.

8     Payment

8.1   During the Period of Cover, Rolls-Royce shall invoice Operator for charges
      established under Clauses 7.1 on a monthly basis based upon information
      for the previous month provided by Operator through the Operating Report
      form (Schedule C to this Exhibit). Within five (5) business days of the
      date of invoice (such invoice to be faxed to the fax number set out in
      Clause 14.3 above), Operator will pay for such invoice. Should Operator
      not provide an Operating Report within the schedule set out above, then
      Rolls-Royce may send Operator a monthly invoice based on the hours and
      cycles flown in the preceding month.

8.2   Payment by Operator of any amounts due in accordance with Clause 7.3 above
      shall be made within thirty (30) calendar days after the later of (a)
      Rolls-Royce's date of invoice, or (b) redelivery to Operator of any item
      of Products following the Rework of such item of Products.




                                 Page 66 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Schedule A To Exhibit G (Total Support Package)

Engine Serial Numbers

To be amended





                                 Page 67 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Schedule B to Exhibit G (Total Support Package)

NOT APPLICABLE





                                 Page 68 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


Schedule C to Exhibit G (Total Support Package)


Operating Report


Operating Report for the month of _____________, ______

Engine Serial Number       TSN      CSN     MFH      MFC


AE12345                  10,000    8,000    200       50

                                                    ______    ______
Monthly Total

% of Flight Cycles using of ATO/1 during month:                          XX%
OR
Average Derate achieved During Month:                                    XX%




                                 Page 69 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Schedule D to Exhibit G (Total Support Package)

Adjustment of Charges

The rates contained in this agreement are predicated upon use of the AT/O-1 take
off rating for 85% of all take offs. To the extent Operator's usage of the
AT/O-1 power setting varies from this assumption, the rates contained in this
Agreement shall be revised, either up or down, in accordance with the following
table:

--------------------------------------------------------------------------------
Percent of Flights            Percent of Flights            Rate Adjustment for
Using AT/0-1 Power            Using T/0-1 Power               AE 3007 Engines
--------------------------------------------------------------------------------
      100.0%                          0.0%                         *
--------------------------------------------------------------------------------
       95.0%                          5.0%                         *
--------------------------------------------------------------------------------
       90.0%                         10.0%                         *
--------------------------------------------------------------------------------
       85.0%                         15.0%                         *
--------------------------------------------------------------------------------
       80.0%                         20.0%                         *
--------------------------------------------------------------------------------
       75.0%                         25.0%                         *
--------------------------------------------------------------------------------
       70.0%                         30.0%                         *
--------------------------------------------------------------------------------
       65.0%                         35.0%                         *
--------------------------------------------------------------------------------
       60.0%                         40.0%                         *
--------------------------------------------------------------------------------
       55.0%                         45.0%                         *
--------------------------------------------------------------------------------
       50.0%                         50.0%                         *
--------------------------------------------------------------------------------
       45.0%                         55.0%                         *
--------------------------------------------------------------------------------
       40.0%                         60.0%                         *
--------------------------------------------------------------------------------
       35.0%                         65.0%                         *
--------------------------------------------------------------------------------
       30.0%                         70.0%                         *
--------------------------------------------------------------------------------
       25.0%                         75.0%                         *
--------------------------------------------------------------------------------
       20.0%                         80.0%                         *
--------------------------------------------------------------------------------
       15.0%                         85.0%                         *
--------------------------------------------------------------------------------
       10.0%                         90.0%                         *
--------------------------------------------------------------------------------
        5.0%                         95.0%                         *
--------------------------------------------------------------------------------
        0.0%                        100.0%                         *
--------------------------------------------------------------------------------

*   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 70 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Schedule E to Exhibit G (Total Support Package) - NOT APPLICABLE





                                 Page 71 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Schedule F to Exhibit G (Total Support Package)

Line Replaceable Units:

--------------------------------------------------------------------------------
        Part Description                         P/N               Qty./Engine
--------------------------------------------------------------------------------
Accessory Drive Gearbox                       23070680                  1
--------------------------------------------------------------------------------
Alternator Stator (PMA)                       23064340                  1
--------------------------------------------------------------------------------
CVG Actuator                                  23058911                  1
--------------------------------------------------------------------------------
External Engine Control Harness (A)           23066759                  1
--------------------------------------------------------------------------------
External Engine Control Harness (B)           23062387                  1
--------------------------------------------------------------------------------
External Engine Indicating Harness            23070216                  1
--------------------------------------------------------------------------------
FADEC                                         23068670                  2
--------------------------------------------------------------------------------
FPMU                                          23063131                  1
--------------------------------------------------------------------------------
Fuel Filter Element                           23061826                  1
--------------------------------------------------------------------------------
Fuel Nozzles                                  23065950                 16
--------------------------------------------------------------------------------
Igniter Leads                                23054367/68                2
--------------------------------------------------------------------------------
Igniter Plugs                                 23062672                  2
--------------------------------------------------------------------------------
Ignition Exciter Box                          23057324                  2
--------------------------------------------------------------------------------
Internal Engine Control Harness (A)           23061469                  1
--------------------------------------------------------------------------------
Internal Engine Control Harness (B)           23061470                  1
--------------------------------------------------------------------------------
Internal Engine Indicating Harness            23070210                  1
--------------------------------------------------------------------------------
Lube & Scavenge Pump                          23068052                  1
--------------------------------------------------------------------------------
Oil Cooler, Air Cooled (ACOC)                 23056822                  1
--------------------------------------------------------------------------------
Oil Cooler, Fuel (FCOC)                       23064999                  1
--------------------------------------------------------------------------------
Oil Filter Element                            23069424                  1
--------------------------------------------------------------------------------
Oil Filter Unit Assembly                      23064830                  1
--------------------------------------------------------------------------------
Oil Level Warning Sensor                      23063236                  1
--------------------------------------------------------------------------------
Oil Pressure & Temp. Transducer               23062618                  1
--------------------------------------------------------------------------------
Oil Tank                                      23070328                  1
--------------------------------------------------------------------------------
Thermocouple                                  23039952                 16
--------------------------------------------------------------------------------
Thermocouple Harness                         23059920/21                2
--------------------------------------------------------------------------------


                                 Page 72 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

Schedule G to Exhibit G (Total Support Package)

LRP SUPPORT PROGRAM

Rolls-Royce shall provide Operator with a Parts service which shall enable
Operator whenever a LRP suffers a Qualified Event to the repair or replacement
of such LRP in accordance with the procedures specified in Clause 3 Procedures
hereof, by way of either (i) withdrawal of an equivalent part from the On-Site
Stock, which stock shall be made available to Operator according to the
provisions of Clause 1 hereof or, (ii) in the event there is no equivalent part
available on the On-Site Stock, request Rolls-Royce to provide an equivalent
part from the Rolls-Royce Stock.

In addition to the definitions as set out at Clause 1 of the Agreement, in this
Schedule G to Exhibit G the following words and phrases shall have the meanings
and definitions as set forth:

"Documentation" means all airworthiness documentation for Parts as required by
the applicable European Civil Aviation Regulatory or United States Federal
Aviation Administration authorities, including but not limited to the JAA/FAA
form One serviceable tag, certificate of compliance, and tags for such Parts
indicating TSN, CSN, Cal. Time and the history relevant data or hard time
affected parts, including Aircraft effectivity, whatever is applicable.

"Rolls-Royce Stock" means a stock of Parts owned by and located with
Rolls-Royce.

"On-Site Stock" means the stock of the Parts identified in Attachment 1 to this
Schedule G owned by Rolls-Royce and which shall remain located at Operator's
facility under Operator's sole risk and responsibility, and from which Operator
may withdraw a replacement Part in exchange for an Unserviceable Part.

"Operator's Facility" means, collectively or individually, Operator's premises
at Milwaukee.

"Rolls-Royce's Facility" means its place of business in Derby, England or,
Louisville, KY, USA or in the case of certain supplier parts, the place of
business of Lucas Aerospace (Birmingham, England) for FPMU and FADEC and other
Lucas supplied Parts or in the case of Delavan supplied fuel nozzles, BF
Goodrich's UK facility, or BF Goodrich's Delavan facility at Des Moines, Iowa.
Rolls-Royce will advise from time-to-time those specific sites which are to be
utilized for spare Parts Support. Individually, they shall be referred to as
"Rolls-Royce's Facility" and collectively, "Rolls-Royce's Facilities".

"Unserviceable Part(s) means an LRP installed in an Engine, which has become
unserviceable according to the conditions set forth in this Agreement.

1     On-Site Stock

Rolls-Royce shall make available to Operator On-Site Stock as set forth in
Attachment 1 hereto.

1.1   Conditions Precedent

      Prior to delivery of the On-Site Stock to Operator, Operator shall:

      o   present to Rolls-Royce an Irrevocable Standby Letter of Credit in the
          total amount of On-Site Stock value to guarantee satisfaction of
          Operator's obligations under this Agreement in respect to the On-Site
          Stock. This Irrevocable Standby Letter of Credit shall be issued in
          favor of Rolls-Royce, by a first line bank, internationally
          recognized, in terms acceptable to Rolls-Royce at its sole discretion,
          and shall be valid throughout the Term of this Agreement, and

      o   procure and maintain appropriate insurance policies to be approved by
          Rolls-Royce, in its discretion, covering all of the On-Site Stock for
          the full replacement value as indicated in Appendix H and shall
          furnish Rolls-Royce with copies of such certificates and as an
          additional named insured on any liability policies.


                                 Page 73 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

1.2   Delivery

      The On-Site Stock shall be delivered Ex-Works (Incoterms 2000),
      Rolls-Royce's Facility, in accordance with timescales to be agreed by the
      Parties. Rolls-Royce reserves the right, at its sole discretion, to
      incorporate new or used serviceable Parts in the On-Site Stock, provided
      such Parts have appropriate Documentation.

1.3   Location

      During the Period of Cover, Operator shall:

      1.3.1    keep the On-Site Stock together with its Documentation in closed,
               locked and appropriate facilities, the use of which is reserved
               solely for storing and protecting the parts owned by Rolls-Royce,
               and shall be clearly marked with the inscription "Rolls-Royce
               Property"; and

      1.3.2    bear all possession costs and operation charges, including but
               not limited to property taxes, sales taxes, use taxes, customs
               duties, import permit(s), stamps and other rights and charges
               that are likely to be applied by the national legislation of the
               country where the Aircraft is/are operated.

1.4   Audit

      Rolls-Royce shall have the right to inspect the On-Site Stock and to audit
      any records relating thereto, at any reasonable time, upon giving prior
      written notice to Operator. In the event any portion of the On-Site Stock
      is either missing, or is partially or totally damaged, or does not have
      its related Documentation at the time Rolls-Royce carries out its
      inspection/audit, Operator shall pay as liquidated damages to Rolls-Royce
      an amount equal to the then current list price for a new corresponding
      part.

1.5   Use

      Operator shall use any of the Parts comprising the On-Site Stock in
      accordance with its operational needs, solely to replace an equivalent
      Unserviceable Part.

1.6   On-Site Stock Adjustment

      The Parties agree to review Attachment 1, the On-Site Stock list, at each
      Evaluation Meeting. Following this review, and subject to the mutual
      agreement of the parties, the composition of the On-Site Stock may be
      amended. In this eventuality, Exhibit H will be amended to reflect the new
      composition of the On-Site Stock. Parts to be returned by Operator shall
      be packed according to ATA Specifications, with the related Documentation,
      delivered DDP (Incoterms 2000) Rolls-Royce's Facility and shall be
      received by Rolls-Royce in serviceable condition. In the event that a
      re-composition of the Stock results in a revised value, Rolls-Royce
      reserves the right to modify the Availability Fee of the On-Site Stock as
      described in Clause 5 hereof.

1.7   Return of the On-Site Stock

      Promptly on the end of the Term or in the event of early termination of
      this Agreement, Operator shall return the On-Site Stock and its related
      Documentation to Rolls-Royce, in a serviceable condition, as received from
      Rolls-Royce at Operator's expense or purchase it in compliance with the
      conditions specified in Clause 1.8 hereof.

      In the event that the On-Site Stock is returned with Unserviceable Parts,
      Operator accepts liability for any associated modification, Rework, test
      and re-certification or replacement


                                 Page 74 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      costs for such Parts. Operator shall pay such costs immediately upon
      presentation of the corresponding invoice by Rolls-Royce.

1.8   Purchase of On-Site Stock

      At the end of the Term, Operator may purchase the On-Site Stock at the
      price and payment conditions to be timely agreed between the Parties,
      provided Operator is not in default of any obligation under this
      Agreement.

      Payment for any part subject to purchase by Operator and invoiced by
      Rolls-Royce shall be remitted to Rolls-Royce by Operator within thirty
      (30) days from such date of invoice.

1.9   On-Site Stock Default

      If Operator fails to return the On-Site Stock to Rolls-Royce within
      fifteen (15) days of the end of this Agreement or does not purchase it,
      Rolls-Royce may levy late return fees equating to zero point five per cent
      (0.5%) of the total On-Site Stock value, per day of delay over the
      Specified Date until actual receipt by Rolls-Royce of all parts comprising
      the On-Site Stock. In addition, Rolls-Royce shall be entitled to take
      action to re-posses the On-Site Stock by any convenient or appropriate
      means, in accordance with the law, and to hold Operator liable for any
      damages, losses, reclaiming costs (including representation and court
      costs), Rework and associated expenses, and Rolls-Royce or its agent may
      for this purpose enter any premises belonging to or occupied by Operator.

2     Rolls-Royce Stock

      Rolls-Royce will maintain at its own risk of loss of or damage and its own
      facilities a stock of Parts to support Operator's requirements for Parts.

3     Procedures

3.1   In order to replace an Unserviceable Part with an equivalent part from the
      On-Site Stock or from the Rolls-Royce Stock, Operator shall observe the
      following procedures:

      3.1.1    Withdraw an equivalent part from the On-Site Stock;

      3.1.2    In the event there is no equivalent part available on the On-Site
               Stock, request from Rolls-Royce an equivalent part from the
               Rolls-Royce Stock;

      3.1.3    Upon withdrawal of a part from the On-Site Stock or receipt of a
               part from the Rolls-Royce Stock, Operator shall, where required
               by Rolls-Royce, shall deliver to Rolls-Royce the corresponding
               Unserviceable Part in accordance with Clause 3.5 below;

      3.1.4    Whenever a part is to be withdrawn from the On-Site Stock,
               Operator shall immediately request from Rolls-Royce an equivalent
               part from the Rolls-Royce Stock to replenish the On-Site Stock.

3.2   Except as set forth in Clause 1.3 or 5 relating to costs, no additional
      payment shall be due by Operator to Rolls-Royce should the part withdrawn
      from the On-Site Stock or received from the Rolls-Royce Stock be in a
      better or newer condition compared to the Unserviceable Part. Similarly,
      no compensation shall be due by Rolls-Royce to Operator should the
      opposite occur.

      Operator shall request Parts in accordance with the above procedure by
      issuing to Rolls-

                                 Page 75 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

      Royce the Exchange Order and Unserviceable Part Form (hereinafter referred
      to as the "Form") which is set out in Attachment 2 hereto.

3.3   Delivery of Rolls-Royce Parts

      Delivery of Parts shall be as elsewhere specified in this Agreement.

      Rolls-Royce shall have the right to make any necessary corrections or
      changes in part numbers and nomenclatures, or to substitute parts,
      provided that interchangeability thereof is not affected.

3.4   Disposition of Unserviceable Parts

      Rolls-Royce shall advise Operator from time to time which Parts are
      Reworkable and which are irreparable. Rolls-Royce reserves the right, at
      its sole discretion, to revise at any Evaluation Meeting which Parts are
      Reworkable and irreparable. Revisions associated with this clause will not
      result in any amendment to the charges stipulated in Clause 5 below.

3.5   Reworkable Parts

      Within forty eight (48) hours after receipt by Operator of a Part from the
      Rolls-Royce Stock as stipulated above, if the Part is identified by
      Rolls-Royce as a Reworkable part, Operator shall deliver the equivalent
      Unserviceable Part DDP (Incoterms 2000) to Rolls-Royce's Facility, so that
      such Unserviceable Part can be Reworked and re-integrated into the
      Rolls-Royce Stock as a replacement.

      If the Unserviceable Part is not received by Rolls-Royce within forty
      eight (48) hours after the lead time stipulated in the preceding paragraph
      due to a reason not being an Excusable Delay, Operator's sole liability to
      Rolls-Royce shall be payment to Rolls-Royce, upon presentation of a
      corresponding invoice, of five hundred U.S. dollars ($ 500.00) per day of
      delay. Such liquidated damage will not, in any event, exceed one hundred
      percent (100%) of the then current list price for a new corresponding
      Part.

      If the cost of the Rework of the Unserviceable Part exceeds seventy-five
      percent (75%) of the list price of an item the Rework shall be considered
      "Beyond Economical Rework". Operator shall, at its sole election, within
      forty eight (48) hours after receipt of Rolls-Royce's written notice to
      that effect, either: (i) request Rolls-Royce to return the Unserviceable
      Part to Operator and simultaneously, Operator shall return to the On-Site
      Stock the part withdrawn thereof according to Article 3.1 above, in
      airworthiness condition, or (ii) immediately pay to Rolls-Royce an amount
      equal to seventy-five percent (75%) of the then current list price for a
      new corresponding Part.

      If Rolls-Royce determines Unserviceable Parts returned are not Qualified
      Parts having suffered Qualifying Events (such as No-Fault Found or subject
      to abnormal corrosion, wear and tear, etc.) Rolls-Royce shall charge
      Operator for either the Rework or replacement of such Unserviceable Part.

3.6   Irreparable Parts

      Parts removed from Engines which are identified by Rolls-Royce as
      irreparable parts will be scrapped locally by Operator. Within thirty (30)
      days of the end of each month, Operator shall provide Rolls-Royce with a
      certificate stating the number of each such parts replaced during the
      preceding month.


                                 Page 76 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement

3.7   Operator's Parts Usage

      During the Evaluation Meeting, Rolls-Royce and Operator shall review
      Operator's Engine fleet consumption of Parts compared to the worldwide
      engine fleet. If, allowing for Operator's specific maintenance schedule
      and operating conditions, Operator's usage of Parts is significantly worse
      than Rolls-Royce's recommendations and the levels exhibited by the
      worldwide fleet, Rolls-Royce and Operator will review the reasons causing
      the high usage and agree to changes in Operator's maintenance practices to
      address such differences. Rolls-Royce reserves the right to modify the
      flight hour fee as described at Clause 5.3 below to address such
      disproportionate usage.

3.8   Title And Risk

      Title to On-Site Stock shall remain with Rolls-Royce. Operator may not,
      under any circumstances, perform or permit an action to be taken that may
      be detrimental to Rolls-Royce's title to and property in the On-Site
      Stock, including without limitation, Operator must not transfer, sell,
      charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or
      dispose of the On-Site Stock; and Operator shall take the necessary
      measures in order to prevent the On-Site Stock or part of the On-Site
      Stock from being seized or taken away, or to check the On-Site Stock in
      the event of a seizure by distress or any other similar legal process.
      However, if the On-Site Stock or part of the On-Site Stock is seized or
      taken away, Operator must immediately inform Rolls-Royce in writing and
      indemnify Rolls-Royce for any losses, costs or expenses incurred by
      Rolls-Royce as a result of the above-mentioned events.

      Title to and risk of loss or damage to Unserviceable Parts shall pass from
      Operator to Rolls-Royce upon receipt and acceptance by Rolls-Royce of such
      Unserviceable Part. Title to Parts withdrawn by Operator from the On-Site
      Stock shall pass from Rolls-Royce to Operator upon receipt and acceptance
      by Rolls-Royce of the equivalent Unserviceable Part or upon receipt by
      Rolls-Royce of the corresponding Part price in case of non-delivery of the
      Unserviceable Part in exchange of a part withdrawn from the On-Site Stock
      or non-acceptance of such part by Rolls-Royce.

      Title to parts delivered to Operator from the Exchange Stock, except when
      such part were delivered to replace a corresponding part at the On-Site
      Stock, shall pass to Operator upon receipt and acceptance by Operator.

      Risk of loss or damage to any exchange part withdrawn by Operator from the
      On-Site Stock or delivered by Rolls-Royce to Operator from the Exchange
      Stock shall pass from Rolls-Royce to Operator at the time of delivery of
      any such part to Operator`s Facility.

4     Miscellaneous

4.1   Rolls-Royce shall, within the Airworthiness Directive ("AD") period and in
      a manner co-ordinated with Operator, incorporate in the parts comprising
      the On-Site Stock and the Exchange Stock free of charge to Operator,
      presuming the modifications are classified as AD mandatory by the FAA,
      compliance with which is required within the Period of Cover.

4.2   Except as specified above, Rolls-Royce shall have the right, but not the
      obligation, to incorporate, at its sole discretion, any change developed
      as product improvement in the parts comprising the On-Site Stock and the
      Exchange Stock, at its own cost.

4.3   Every six (6) months following signature of this Agreement up to the end
      of the Term, the Parties shall meet, at a mutually agreed upon time and
      place, to evaluate the following cases (the "Evaluation Meeting(s)"):


                                 Page 77 of 78
<PAGE>
                                         Rolls-Royce Corporation/Astral Aviation
                                                         General Terms Agreement


      4.3.1    cases in which Unserviceable Part(s) was/were sent by Operator
               with no fault found ("No fault found cases");

      4.3.2    cases where delays in delivery and related penalties occurred;

      4.3.3    cases requiring On-Site Stock adjustment;

      4.3.4    logistics performance of both Parties;

      4.3.5    Operator's Parts usage.

4.4   Operator shall not install any part from the On-Site Stock or Exchange
      Stock in any aircraft other than the Aircraft, except if Rolls-Royce has
      given to Operator its previous written approval. Notwithstanding
      Rolls-Royce's approval, Operator shall be liable for and hold Rolls-Royce
      harmless from any such installation.

4.5   Operator shall not enter into nor permit any pooling or exchange
      arrangement in respect of the parts listed in Attachments 1 or 2 without
      prior written consent of Rolls-Royce.

5     Charges

      Operator shall pay the following fees for the services described and
      carried out by Rolls-Royce according to this Agreement:

5.1   INTENTIONALLY DELETED

5.2   The Flight Hour fee as set out in Clause 7 of this Exhibit.



                                 Page 78 of 78
<PAGE>

                                  PRIVATE DATA
      NOT TO BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PARTIES
         (EXCEPT AS REQUIRED BY APPLICABLE LAW, REGULATORY AUTHORITIES,
         COURT ORDER, VALID SUBPOENA OR DISPUTE RESOLUTION PROCEEDINGS)



August 13, 2001

Astral Aviation, Inc.
1190 West Rawson Avenue
Oak Creek, Wisconsin, U.S.A.  53154


Dear Sirs:

Side Letter Agreement Number One to General Terms Agreement, reference
RRC/AST/MG755

Financial Assistance

Rolls-Royce Corporation ("Rolls-Royce") and Astral Aviation, Inc. ("Astral
Aviation") have entered into a General Terms Agreement referenced MG755 dated
August 13, 2001 relating to amongst other things the purchase of support
equipment and the provision of warranties and guarantees (the "GTA").

In consideration of Astral Aviation entering into the GTA the parties agree to
amend and supplement the GTA as follows:

Terms used herein and not defined herein shall have the meanings assigned to
them in the GTA.

1.   Spare Engine Financial Assistance

     1.1  Spare Engine Discount

          Rolls-Royce is pleased to provide a * discount off the Base Price of
          each of the four (4) spare Engines purchased by Astral Aviation in
          support of the 20 Firm Aircraft.

     1.2  Spare Engine Escalation Adjustment

          Rolls-Royce is pleased to adjust the datum year for each of the four
          (4) spare Engines purchased by Astral Aviation in support of the 20
          Firm Aircraft from a * level to a * economic level, thereby
          providing escalation relief to Astral Aviation *.

*   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>

     1.3  Spare Engine Credits

          Upon delivery of each of the four (4) spare Engines purchased by
          Astral Aviation in support of the 20 Firm Aircraft, Rolls-Royce shall
          issue to Astral Aviation a credit note in the amount of *
          (fixed level).

     1.4  If Astral Aviation should not accept delivery of and operate the
          Aircraft contemplated in this Side Letter Agreement and the spare
          Engines ordered in accordance with the GTA, then the value of any
          credits on a per aircraft basis becoming due to or received by Astral
          Aviation pursuant to this Side Letter or the GTA will be reduced on a
          pro-rata basis except that the above credit amount shall not be
          reduced as long as Astral Aviation takes delivery of and operates a
          minimum of eighteen (18) Aircraft. The short-term lease (maximum of 3
          months lease period) of an Aircraft to another operator and / or the
          operation of the Aircraft by a Astral Aviation wholly-owned subsidiary
          and / or the operation of the Aircraft by its parent company Midwest
          Express Airlines, Inc. shall not impact Rolls-Royce obligation to
          provide the credits as set out above.

          The credits set out in Clause 1.3 above may be used towards any of the
          following purposes:

          1.4.1  Reduction of the spare Engine price for each of the four (4)
                 firm spare Engines to be purchased from Rolls-Royce of up to
                 * of the spare Engine list price;

          1.4.2  Acquisition of IP spares and support equipment purchased from
                 Rolls- Royce;

          1.4.3  Reduction of up to 50% of the charges for Covered Services
                 under the Total Support Package set out in Exhibit G of the
                 GTA; or

          1.4.4  Reduction of lease rentals and other costs associated with the
                 lease of spare Engines from Rolls-Royce Partners Financing
                 Limited; or

          1.4.5  Reduction of lease rentals and other costs associated with the
                 lease of emergency Engines from Rolls-Royce Corporation.

     1.5  Reduced Spare Engine Pre-Delivery Payments

          The parties agree to amend Clause 4 of Exhibit of E-1 of the GTA with
          respect to the four (4) firm Spare Engines, as follows:

          * Therefore, Astral Aviation shall make payments in respect of Spare
          Engines 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.


RRC/AST/MG757              Side Letter No. 1 to RRC GTA              Page 2 of 6
<PAGE>

          o   *; and

          o   *.

2.   Initial Provisioning Spare Parts and Tooling

     Rolls-Royce is pleased to provide the following financial assistance in
     support of Astral Aviation's Initial Provisioning:

     2.1  A credit in the amount of * (2001 levels), to be used to
          purchase Rolls-Royce-supplied Initial Provisioning Spare Parts; and

     2.2  A credit in the amount of * (2001 levels), to be used to
          purchase Rolls-Royce-supplied Initial Provisioning Tooling. A list of
          recommended Tooling can be provided upon request.

3.   Training

     3.1  Rolls-Royce will provide free of charge training to Astral Aviation
          for the following courses:

          Management Orientation (2 days);

          Pilot Familiarization (1-4 days); and

          Operations and Line Maintenance (5 days).

     3.2  Free of charge training shall be provided for up to * students
          for each course for each Aircraft to be delivered, and must be
          attended within two (2) years after the delivery of the last Aircraft.
          Rolls-Royce agrees that Astral Aviation may, at its option, aggregate
          the free of charge training to be provided with respect to the twenty
          (20) Firm Aircraft and obtain such training in advance of the delivery
          of said Aircraft, subject to Rolls-Royce's reasonable class size and
          staffing limitations; Rolls-Royce will therefore make adequate
          training slots available so that if Astral Aviation so chooses, it may
          have up to * students take each of the courses prior to the delivery
          of the first Firm Aircraft. All training shall be conducted either at
          Rolls-Royce's Indianapolis, Indiana, facility or at the facilities of
          Astral Aviation in Milwaukee, Wisconsin.

     3.3  Each student will be provided with one (1) copy of the training
          material. Five (5) additional copies and a reproducible master of the
          training material shall be provided for Astral Aviation' internal use
          and copying no later than the date the first Firm Aircraft is
          delivered.

*   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.

RRC/AST/MG757              Side Letter No. 1 to RRC GTA              Page 3 of 6
<PAGE>

4.   Manuals

     Rolls-Royce will provide free of charge * copies of each of the
     Manuals (as detailed in Exhibit D, Clause 2.4 of the GTA) to Astral
     Aviation, together with a * year revision service or as long as
     Astral Aviation operates a minimum of ten (ten) Aircraft.

5.   Representative Services

     Rolls-Royce will make available the services of a Customer Support
     Representative (as detailed in Exhibit D, Clause 2.3 of the GTA) at Astral
     Aviation' facilities in Milwaukee *.

6.   Obligations of Astral Aviation

     The obligations of Rolls-Royce set out herein are subject to the following
     conditions:

     6.1  Astral Aviation shall acquire, subject to its rights and remedies
          under its contract with Airframer for the purchase of Aircraft, and
          take delivery of at least twenty (20) new Aircraft ;

     6.2  Astral Aviation shall operate in regular and frequent airline service
          any Aircraft delivered from delivery of such Aircraft;

     6.3  Astral Aviation shall not be in material breach (that has not been
          cured within any applicable cure period) of any of its obligations
          under the GTA and the contracts referred to in Clause 9 of the GTA ;

     6.4  Astral Aviation undertakes that the Aircraft that Astral Aviation may
          acquire will be AE3007 powered;

     6.5  The GTA shall remain in effect and not be terminated by Rolls-Royce in
          accordance with Clause 9 of the GTA.

7.   General Conditions

     7.1  All credits granted to Astral Aviation in this Side Letter Agreement
          and the GTA are personal to Astral Aviationare (subject to Clause 14.4
          of the GTA), are non-assignable, and are not convertible to cash.

     7.2  Unless otherwise amended herein, the provisions of the GTA are hereby
          incorporated by reference in this Side Letter Agreement. In the event
          of any inconsistency or conflict between this Side Letter Agreement
          and the GTA, the provisions of this Side Letter Agreement shall
          control.

     7.3  This Side Letter Agreement constitutes the entire agreement between
          Rolls-Royce and Astral Aviation, superseding all prior oral or written

*   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.

RRC/AST/MG757              Side Letter No. 1 to RRC GTA              Page 4 of 6
<PAGE>


          agreements, understandings, representations and negotiations, on the
          subject matter hereof; and there are no conditions affecting this Side
          Letter Agreement that are not expressed herein. This Side Letter
          Agreement shall not be amended in any way other than by agreement in
          writing, entered into by the parties hereto after the date of this
          Side Letter Agreement, which is expressly stated to amend this Side
          Letter Agreement. This Side Letter Agreement shall not be amended or
          terminated orally.

     7.4  THIS SIDE LETTER AGREEMENT SHALL BE SUBJECT TO AND INTERPRETED AND
          CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
          EXCLUDING ITS CONFLICT OF LAW RULES, AND EXCLUDING THE UNITED NATIONS
          CONVENTION FOR THE INTERNATIONAL SALE OF GOODS (CISG, 1980, {"VIENNA
          CONVENTION").

          This Side Letter Agreement is expressly made subject to Clause 14.9.1
          of the GTA.



RRC/AST/MG757              Side Letter No. 1 to RRC GTA              Page 5 of 6
<PAGE>



Please confirm your agreement to the above by executing this letter in the space
provided below.


Yours faithfully,


For Rolls-Royce Corporation                  For Astral Aviation, Inc.


By:   /s/ K.T. Lowdermilk                    By:  /s/ James P. Rankin
    ------------------------------               -------------------------------

Name:  K.T. Lowdermilk                       Name:  James P. Rankin


Title: V.P. Finance Corp. & Regional         Title: President & CEO
       Airlines, N.A.

By:    /s/ Peter T.E. Turner


Name:  Peter T.E. Turner


Title: Commercial Director




RRC/AST/MG757              Side Letter No. 1 to RRC GTA              Page 6 of 6