Continental Information Systems Corporation 
                                One Northern Concourse
                                     Post Office Box 4785
                                     Syracuse, New York 13221-4785

                                     (315) 455-1900
                                     FAX: 315-455-4713
                                     Internet: info@cis.infopix.com


                                  May 20, 1997

Mr. Thomas J. Prinzing
8237 Penstock Way
Manlius, NY 13104

Dear Mr. Prinzing:

                  This  letter  sets  forth the  agreement  between  Continental
Information   Systems   Corporation  (the  "Company")  and  Thomas  J.  Prinzing
("Prinzing") with respect to the terms on which Prinzing will serve as President
of the CIS Air Group, effective June 1, 1997.

                  The Company and Prinzing mutually agree as follows:

1. Employment

                  (a) The Company hereby employs  Prinzing,  and Prinzing agrees
upon the terms and  conditions  herein set forth herein to serve as President of
the  CIS  Air  Group,   and  in  such   capacity   Prinzing  will  have  overall
responsibility  for the management and operations of the CIS Air Group (CIS Air,
CIS Aircraft  Partners,  Inc. and all other aircraft  assets owned or managed by
the Company or its subsidiaries), subject to the additional provisions set forth
in Schedule  1.  Prinzing  shall  report to the Chief  Executive  Officer of the
Company.  For so long as the Company employs Prinzing,  he shall,  except as the
Company may otherwise  agree from time to time in writing  pursuant to authority
granted  by a Board  resolution,  devote  his  full  time and  attention  to the
performance of his duties hereunder,  shall faithfully serve the Company,  shall
in all respects  conform to and comply with the lawful and good faith directions
and instructions  given to him by the Chief Executive Officer and the Board, and
shall use his best efforts to promote and serve the interests of the Company.

                  (b) The term of employment under this Agreement shall begin on
June 1, 1997 and end on May 31, 1999 (the "Term"),  unless earlier terminated in
accordance with Exhibit A.

2. Compensation.

                  Effective  June 1, 1997,  and during the Term,  Prinzing shall
receive  compensation   determined  in  accordance  with,  and  subject  to  the
conditions of, Schedule 1 of this Agreement.
<PAGE>
3. Severance; Non-competition.

                  (a) Upon the  occurrence  of a Severance  Event (as defined in
Exhibit A),  Prinzing shall be entitled to receive until the earlier of eighteen
(18) months from the date of the Severance Event or the commencement by Prinzing
of full time  employment  by  another  employer,  the  following:  (1) a monthly
severance payment equal to the greater of (A) $18,750, and (B) one-eighteenth of
the difference  between (i) the Compensation  Amount (as defined in Schedule 1),
calculated  from the beginning of the fiscal year in which the  Severance  Event
occurs through the end of the calendar month preceding the Severance  Event, and
(ii) the total amount of  compensation  paid to Prinzing by the Company from the
beginning of the fiscal year in which the  Severance  Event  occurs  through the
Severance Event, and (2) Continued Benefits (as defined in Exhibit A).

                  (b) Upon the occurrence of an Alternative  Severance Event (as
defined in Exhibit A),  Prinzing  shall be entitled to receive until the earlier
of six (6)  months  from  the  date of the  Alternative  Severance  Event or the
commencement  by  Prinzing  of full time  employment  by another  employer,  the
following:  (1) a  monthly  severance  payment  of  $18,750,  and (2)  Continued
Benefits (as defined in Exhibit A).

                  (c) Prinzing agrees that,  during the Restriction  Period,  he
will not engage,  directly or  indirectly,  whether as principal or as director,
officer,  employee,  agent,  consultant,  beneficial owner of an excess of three
percent (3%) of any outstanding class of publicly-traded  equity securities,  or
otherwise, alone or in association with any other person,  corporation, or other
entity,  in any  Competing  Business.  "Competing  Business"  means any  person,
corporation, or other entity that is engaged, in direct competition with the CIS
Air  Group,  in the sale of any  products  or  services  that are the same as or
similar to the  products and  services  sold by the CIS Air Group.  "Restriction
Period" means the period  beginning on June 1, 1997 and ending on the earlier of
(i) May 31, 1999, or (ii) if Prinzing's  employment is terminated as a result of
a Severance Event or an Alternative  Severance Event, the date of such Severance
Event or Alternative  Severance Event.  Prinzing further agrees that, during the
Restriction Period, he will not, directly or indirectly, in competition with the
CIS Air Group,  solicit the trade of, or trade with, any customer of the CIS Air
Group, and will not, without the consent of the Company, directly or indirectly,
solicit or induce, or attempt to solicit or induce,  any employee of the Company
or CIS Air Group to leave its employ for any reason whatsoever nor hire any such
employee  away from the  Company,  CIS Air Group and their  affiliates.  Without
limiting  the remedies  available to the CIS Air Group or the Company,  Prinzing
acknowledges  that  any  breach  of  these  covenants  may  result  in  material
irreparable  injury to the  Company  and its  affiliates  for which  there is no
adequate  remedy at law, and that it will not be possible to measure damages for
such injuries precisely.  Prinzing agrees that, in the event of such a breach or
threat thereof,  the Company will be entitled to obtain a temporary  restraining
order and/or a preliminary or permanent injunction restraining you from engaging
in activities  prohibited by any those  covenants or such other relief as may be
required to specifically enforce any of those covenants.

                  (d) If  Prinzing  dies or becomes  disabled  after a Severance
Event or Alternative Severance Event, he or his estate shall continue to receive
the remaining benefits to which he is entitled, subject to the terms of any plan
included in the Continued Benefits.
<PAGE>
4.   General Provisions

                  (a) Binding Effect.  This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto, any successors to or assigns of the
Company and  Prinzing's  heirs and the personal  representatives  of  Prinzing's
estate.

                  (b)  Arbitration.  Any  disputes,   controversies,  or  claims
arising out of or related to this  Agreement  ("Disputes")  shall be resolved by
binding arbitration in accordance with the provisions of Exhibit B.

                  (c)  Amendment;  Waiver.  This  Agreement may not be modified,
amended or waived in any manner  except by an  instrument  in writing  signed by
both parties hereto; provided, however, that any such modification, amendment or
waiver on the part of the  Company  shall have been  previously  approved by the
Board.  The waiver by either  party of  compliance  with any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other provision of this Agreement or of any subsequent  breach by such party
of a provision of this Agreement.

                  (d) Tax Withholding.  Payments to Prinzing of all compensation
contemplated  under this  Agreement  shall be subject  to all  applicable  legal
requirements  with  respect  to the  withholding  of taxes and  social  security
contributions.

                  (e)  Governing  Law.  All matters  affecting  this  Agreement,
including  the  validity  thereof,  are to be governed by, and  interpreted  and
construed in accordance  with,  the laws of the State of New York  applicable to
contracts executed in and to be performed in that State.

                  (f) Notices. Any notice hereunder by either party to the other
shall be given in writing by personal delivery or certified mail, return receipt
requested.  If addressed to Prinzing, the notice shall be delivered or mailed to
Prinzing at the address  first set forth above,  or if addressed to the Company,
the notice  shall be  delivered  or mailed to  Continental  Information  Systems
Corporation,  One Northern Concourse, North Syracuse, New York 13212, Attention:
Chief  Executive  Officer,  or such other address as the Company or Prinzing may
designate by written notice at any time or from time to time to the other party.
A notice shall be deemed  given,  if by personal  delivery,  on the date of such
delivery or, if by certified  mail, on the date shown on the  applicable  return
receipt.

                  (g) Effect on  Previous  Agreements.  Effective  June 1, 1997,
this  Agreement  supersedes  all prior  oral or  written  employment  agreements
between Prinzing and the Company, and all prior or contemporaneous negotiations,
commitments, agreements, and writings with respect to the subject matter hereof;
all such other negotiations,  commitments, agreements, and writings will have no
further  force  or  effect;  and the  parties  to any  such  other  negotiation,
commitment,  agreement,  or writing will have no further  rights or  obligations
thereunder.
<PAGE>
                  (h)  Counterparts.  Either of the  parties  hereto may execute
this Agreement in counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

                  (i)  Headings.  The  headings of sections  herein are included
solely  for  convenience  of  reference  and shall not  control  the  meaning or
interpretation of any of the provisions of this Agreement.
 

                  If you are in agreement with the foregoing,  please execute in
the space provided  below for your  signature,  whereupon  this Agreement  shall
constitute a binding Agreement between Prinzing and the Company.

                                    CONTINENTAL INFORMATION SYSTEMS CORPORATION


                                    By:   /s/ JAMES P. HASSETT
                                          --------------------
                                    Name: James P. Hassett, Chairman
                                            Authorized Signatory

ACCEPTED AND AGREED:


/s/ THOMAS J. PRINZING
----------------------
Thomas J. Prinzing

Date:    5/21/97
<PAGE>
                                    EXHIBIT A

                                   Definitions

                  1.  Severance  Event:  During  the  Term,  termination  by the
Company of  Prinzing's  employment  other than for Cause or upon an  Alternative
Severance Event, or resignation by Prinzing from the Company for Good Reason.

                  2. Alternative  Severance  Event:  After November 30, 1997 and
prior to the  expiration of the Term,  termination  by the Company of Prinzing's
employment if the aggregate Air Group Net Earnings (as defined in Schedule 1 and
calculated in accordance therewith) for the three most-recently completed fiscal
quarters, does not, on an annualized basis, yield a return on equity invested by
the Company in the CIS Air Group of at least 15%.

                  3. Cause:  Termination by the Company of Prinzing's employment
upon (a) Prinzing's  willful and continued failure to substantially  perform his
duties  with  the  Company  (other  than  any such  failure  resulting  from his
incapacity  due to  physical or mental  illness),  or (b)  Prinzing's  willfully
engaging in misconduct that is materially  injurious to the Company,  monetarily
or  otherwise.  For  purposes of this  paragraph,  no act, or failure to act, on
Prinzing's  part shall be  considered  "willful"  unless done,  or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Prinzing shall not be deemed to have been  terminated for Cause unless and until
there shall have been  delivered  to Prinzing a copy of a Notice of  Termination
from the Board,  after reasonable  notice to Prinzing and an opportunity for him
and his  counsel to be heard  before the Board,  finding  that in the good faith
opinion of the Board he has engaged in conduct warranting  termination for cause
under clauses (a) and (b) above.

                  4. Good Reason:  Prinzing's resignation of his employment with
the Company  within 120 days  following  the  occurrence of any of the following
events:

                  (a)      Reduction  of  Prinzing's   compensation  below  that
                           determined in accordance with Schedule 1;

                  (b)      Without   Prinzing's  written  consent  and  measured
                           against his status as of June 1, 1997, a reduction in
                           his reporting  responsibilities,  titles, or offices,
                           or any removal of him from or any failure to re-elect
                           him to any such positions  (other than as a member of
                           the  Company's   Board  of   Directors),   except  in
                           connection with the termination of his employment for
                           Cause,  disability,  or  retirement or as a result of
                           his death, or by him other than for Good Reason;

<PAGE>
                  (c)      The Company does not allow Prinzing to participate in
                           any  employee  benefit  plan on the  same  terms  and
                           conditions  made available to other senior  executive
                           personnel;  provided,  that the  foregoing  shall not
                           restrict  the Board's  discretion  to award  bonuses,
                           stock options or other incentive compensation in such
                           amounts as it determines; or

                  (d)      The  Company  fails to  comply  with its  obligations
                           under section 3 of Schedule 1.

In the event that Prinzing does not resign within 120 days of the  occurrence of
any of the foregoing  events,  his rights with respect to such Good Reason shall
be deemed waived by Prinzing.

                  5.  Notice  of  Termination:  A  written  notice  which  shall
indicate the specific  termination  provision in this  Agreement  that is relied
upon by the party  terminating  Prinzing's  employment and which shall summarize
the basis for termination of Prinzing's employment. Any purported termination by
the Company  for Cause,  or  Prinzing's  resignation  for Good  Reason  shall be
communicated by Notice of Termination to the other party hereto.

                  6.  Date  of  Termination:  (a) if  Prinzing's  employment  is
terminated  for  Cause,  the date  specified  by the  Company  in the  Notice of
Termination, and (b) if Prinzing's employment is terminated by Prinzing for Good
Reason, the date on which the Notice of Termination is given.

                  7. Continued Benefits: The following benefits,  which shall be
maintained  in full force and effect by the  Company for the benefit of Prinzing
and his surviving  dependents for the  applicable  period:  all life  insurance,
medical,  health and accident, and disability plans, programs or arrangements in
which  Prinzing was entitled to participate  immediately  prior to the Severance
Event  or  Alternative  Severance  Event,  as the  case  may be,  provided  that
Prinzing's  continued  participation  is possible  under the  general  terms and
provisions   of  such  plans  and  programs.   In  the  event  that   Prinzing's
participation  in any such plan or  program is barred,  the  Company  shall make
reasonable  efforts to obtain insurance for Prinzing that would provide him with
benefits  substantially  similar to those which  Prinzing is entitled to receive
under such plans and programs,  but the Company shall not provide those benefits
directly if they cannot be obtained through insurance and shall not be obligated
to pay premiums in excess of two (2) times the group rate previously paid on his
behalf. Prinzing agrees that any such coverage will reduce the applicable period
for which  coverage might have to be offered under  applicable  federal or state
laws. Nothing in this provision shall provide eligibility for bonuses, vacation,
or pension or  profit-sharing  programs after the Severance Event or Alternative
Severance  Event,  as the case  may be,  except  as  otherwise  required  by the
generally-applicable terms of those programs.
<PAGE>
                                    EXHIBIT B

                             Arbitration Provisions

                  1.  Any  arbitration  required  under  Section  3(b)  of  this
Agreement shall be administered by the American Arbitration Association ("AAA"),
and shall be conducted in accordance  with the Commercial  Arbitration  Rules of
the American Arbitration Association (the "Rules"), as such Rules may be amended
from time to time,  with the hearing  locale to be the state and county in which
the  Company's  headquarters  are  located,  unless some other  location  and/or
arbitrator are chosen by mutual consent of the Company and Prinzing.

                  2.  A  single  neutral   arbitrator  shall  preside  over  the
arbitration  and  decide the  Dispute  (the  "Decision").  The AAA shall use its
normal procedures pursuant to the Rules for selection of an arbitrator.

                  3. The Decision shall be binding, and the prevailing party may
enforce such decision in any court of competent jurisdiction.

                  4. The parties shall  cooperate with each other in causing the
arbitration  to be held in as efficient and  expeditious a manner as practicable
and in this connection to furnish such documents and make available such persons
as the Arbitrator may request.

                  5. The parties have selected  arbitration in order to expedite
the resolution of Disputes and to reduce the costs and burdens  associated  with
litigation.  The parties agree that the  Arbitrator  should take these  concerns
into account when  determining  whether to authorize  discovery  and, if so, the
scope of permissible discovery and other hearing and pre-hearing procedures.

                  6. Without  limiting any other  remedies that may be available
under  applicable law, the Arbitrator  shall have no authority to award punitive
damages.

                  7. The Arbitrator  shall render a Decision  within ninety (90)
days after  accepting an appointment  to serve as Arbitrator  unless the parties
otherwise  agree or the Arbitrator  makes a finding that a party has carried the
burden of showing good cause for a longer period.

                  8. All  proceedings  and decisions of the Arbitrator  shall be
maintained in confidence,  to the extent legally  permissible,  and shall not be
made public by any party or any Arbitrator  without the prior written consent of
all parties to the arbitration, except as may be required by law.

                  9. Each party  shall bear its own costs and  attorneys'  fees,
and the  parties  shall  equally  bear the  fees,  costs,  and  expenses  of the
Arbitrator  and  the  arbitration  proceedings;   provided,  however,  that  the
Arbitrator may exercise  discretion to award costs,  but not attorneys' fees, to
the prevailing party.
<PAGE>
                                   Schedule 1

                                Compensation Plan

                  1.   Definitions.   For purposes of this schedule,

                  "Compensation  Amount" means, for any fiscal period, .33 times
                  the  difference  between (1) Air Group Net  Earnings,  and (2)
                  Minimum Return on Equity.

                  "Air  Group  Net  Earnings"  means,  for any  period,  (i) net
                  earnings  before  taxes  of the  Company's  Air  Group,  after
                  payment of all expenses  attributable  to the Air Group (other
                  than   corporate   overhead  and   Prinzing's   compensation),
                  including interest on funds borrowed for purposes of financing
                  the Air group's  business,  plus (ii) any fees received  which
                  are  earned  for  managing  the  Jetstream   income  funds  in
                  conjunction with Lehman Brothers and which are not included in
                  pretax  income.  Air Group Net  Earnings  shall be  calculated
                  based  on  Air  Group  financial   statements  prepared  using
                  methodology  consistent  with that employed in calculating net
                  earnings before taxes of the Air for purposes of the Company's
                  audited financial statements for the fiscal year ended May 31,
                  1997.

                  "Minimum  Return on Equity" means,  for any period,  an amount
                  equal to a  cumulative  return on equity  invested  in the Air
                  Group of 20% per  annum,  subject to  adjustment  as set forth
                  below.  Provided that Prinzing  satisfies the  requirements of
                  section 3 of this  schedule  prior to September 1, 1997,  then
                  for purposes of determining the Compensation  Amount,  for the
                  period June 1, 1997 to August 31,  1997,  the Company  will be
                  deemed to have invested  equity equal to $5 million in the Air
                  Group and the remaining  equity invested in the Air Group will
                  be treated as debt bearing an interest rate equal to the Prime
                  Rate (as  reported  in the  "Money  Rates"  column of the Wall
                  Street  Journal)  plus 75 basis  points.  If the Air Group Net
                  Earnings  for any fiscal year during the Term is less than the
                  Minimum  Return  on  Equity  as  calculated  pursuant  to  the
                  foregoing  formula,  then an  amount  equal to the  difference
                  between the Minimum  Return on Equity for such fiscal year and
                  Air Group Net Earnings,  then Minimum Return on Equity for the
                  next fiscal year shall also  include  such  difference  plus a
                  rate of return of 20% per annum.

                  2. Payment of Compensation. (a) During the Term, Prinzing will
receive a non-refundable advance against the Compensation Amount of $225,000 per
year ("Base Compensation Advance"),  payable periodically in accordance with the
Company's  standard  payroll  procedures.  For each fiscal year during the Term,
Prinzing will be entitled to receive compensation  ("Compensation") equal to the
greater  of  the  Base  Compensation  Advance  for  such  fiscal  year  and  the
Compensation  Amount for the period  from June 1, 1997 to the end of such fiscal
year.

                  (b) With  respect to each of the first  three  quarters of any
fiscal year, if the  Compensation  Amount for the fiscal year through the end of
such quarter exceeds $225,000,  then Prinzing will receive a refundable  advance
(an "Interim Compensation Advance") equal to (i)
<PAGE>
50% of (ii) the amount by which the  Compensation  Amount  for the  fiscal  year
through the end of such  quarter,  minus any  payments  of Interim  Compensation
Advances for prior quarters of the fiscal year,  exceeds  $225,000.  Any Interim
Compensation  Advances payable under this section will be calculated and paid to
Prinzing  within 5 days after the filing of the  Company's  quarterly  financial
statements  with the  Securities  and Exchange  Commission,  but in any event no
later than 50 days after the end of the quarter.

                  (c)  Following  the end of any fiscal year,  Prinzing  will be
paid an amount equal to the excess,  if any, of the Compensation  Amount for for
the fiscal  year over all Base and  Interim  Compensation  Advances  paid to him
pursuant to this schedule.  If the amounts of Compensation  Advances received by
Prinzing during the fiscal year exceed the  Compensation  Amount for such fiscal
year minus the Base Compensation Advance,  Prinzing will repay the excess to the
Company,  or the Company may offset such amounts due against any other  payments
due to Prinzing.  Any payments due to or from Prinzing  pursuant to this section
will be calculated  and paid within 5 days after  completion of the audit of the
Company's financial statements for the fiscal year in question.

                  (d) Annex 1.1 to this schedule contains examples  illustrating
the application of the foregoing formulas.

                    3.  Capitalization  of Air Group. The Company  presently has
approximately  $11 million in equity invested in the Air Group.  The Company and
Prinzing  intend  that the  capitalization  of the Air Group will  consist of $5
million in equity  contributed  by the  Company,  and up to $10  million in debt
financing.  Accordingly,  the  Company  will  maintain  throughout  the  Term an
investment  of equity  capital in the Air Group of at least $5 million,  but may
withdraw capital from the Air Group in excess of that amount. Prinzing will seek
to obtain debt financing in replacement of the remaining  equity over $5 million
now  invested  in the Air  Group,  and  additional  debt  financing  as he deems
necessary to achieve the Air Group's  financial goals.  Prinzing shall be deemed
to have  satisfied  this  requirement if he presents to the Company a commitment
for debt  financing  described  in the  preceding  sentence on market  terms for
comparable loans and containing  customary  non-financial  terms and conditions.
The Company will take such actions as are  reasonably  required to consummate up
to $10 million in debt financing meeting the foregoing requirements.

                  4. Oversight. Any proposed Air Group transaction, or series of
related transaction, involving the expenditure of more than $1 million, shall be
subject to the approval of the Chief  Executive  Officer of the Company.  If the
Chief Executive Officer does not approve such a proposed  transaction,  Prinzing
shall have the right to  request  that the full  Board of  Directors  review and
approve or disapprove the proposed transaction.
<PAGE>
                             ANNEX 1.1 to Schedule 1

                        Examples of Compensation Formula

Example 1:

Assumptions:

                  Equity $5 million
                  FY 1998  Minimum  Return  on  Equity = $1  million  per  year,
                  $250,000 per quarter FY 1998  Quarterly Air Group Net Earnings
                  as follows:

                           1st Q = $  500,000 
                           2nd Q = $  500,000 
                           3rd Q = $  500,000
                           4th Q = $  500,000 
                           Total = $2,000,000

Analysis: 
                           FY 1998 Compensation  Amount is $330,000,  calculated
                           as .33 times Air Group  Net  Earnings  of  $2,000,000
                           minus Minimum Return on Equity of $1,000,000.

                  Compensation is paid as follows:

                           Base   Compensation   Advance   of   $225,000,   paid
                           periodically  Interim Advances and Final Payment Paid
                           as follows:

<TABLE>
<CAPTION>
                                             Minimum                                         Interim
                 Air Group Net              Return on             Compensation             Advance/Final
FY 1998             Earnings                 Equity                 Amount (1)              Payment (2)
-------             --------                 ------                 ----------              -----------
<S>                <C>                     <C>                       <C>                      <C>         
3 months           $  500,000              $  250,000                $ 82,500                 $     0
6 months           $1,000,000              $  500,000                $165,000                 $     0
9 months           $1,500,000              $  750,000                $247,500                 $11,250
Full Year          $2,000,000              $1,000,000                $330,000                 $93,750
</TABLE>

Notes:

         (1)      .33 times  cumulative  excess of Air Group Net  Earnings  over
                  Minimum Return on Equity

         (2)      For first 3 quarters,  50% of  cumulative  excess,  if any, of
                  Compensation  Amount  over  $225,000.   Final  Payment  equals
                  Compensation Amount minus $225,000 and all Interim Advances.
<PAGE>
Example 2:

Assumptions:

                  Equity $5 million
                  FY 1998 Minimum  Return on Equity=  $1,000,000 or $250,000 per
                  quarter FY 1998 Quarterly Air Group Net Earnings as follows:

                           1st Q = $200,000 
                           2nd Q = $200,000 
                           3rd Q = $200,000
                           4th Q = $200,000
                           Total = $800,000

                           FY 1999 Minimum Return on Equity = $1,240,000 (20% on
                           $5  million +  $200,000  FY 1998  shortfall  + 20% on
                           shortfall) or $310,000 per quarter

                  FY 1999 Quarterly Air Group Net Earnings as follows:

                           1st Q = $  600,000
                           2nd Q = $  600,000 
                           3rd Q = $  600,000 
                           4th Q = $  600,000
                           Total = $2,400,000

Analysis:  
                           FY  1998   Compensation   is   $225,000,   equal   to
                           non-refundable compensation advance

                           FY 1999 Compensation  Amount is $382,800,  calculated
                           as .33 times Air Group  Net  Earnings  of  $2,400,000
                           minus Minimum Return on Equity of $1,240,000.

                  Compensation is paid as follows:

                           Base   Compensation   Advance   of   $225,000,   paid
                           periodically  Interim Advances and Final Payment Paid
                           as follows:
<PAGE>
<TABLE>
<CAPTION>
                                              Minimum                                          Interim
                    Air Group Net            Return on              Compensation            Advance/Final
FY 1999               Earnings                Equity                 Amount (1)              Payment (2)
-------               --------                ------                 -----------             -----------
<S>                 <C>                     <C>                       <C>                     <C>         
3 months            $  600,000              $  310,000                $ 95,700                $      0
6 months            $1,200,000              $  620,000                $191,400                $      0
9 months            $1,800,000              $  930,000                $287,100                $ 31,050
Full year           $2,400,000              $1,240,000                $382,800                $126,750
</TABLE>

Notes:

         (1)      .33 times  cumulative  excess of Air Group Net  Earnings  over
                  Minimum Return on Equity

         (2)      For first 3 quarters,  50% of  cumulative  excess,  if any, of
                  Compensation  Amount  over  $225,000.   Final  Payment  equals
                  Compensation Amount minus $225,000 and all Interim Advances.