Exhibit 99 (l)


                                                  Side Letter to Lease Agreement
                                                      Air Slovakia / Wells Fargo
                                            Boeing 737-200A / MSN 21722 / OM-ERA
                                                                            Page
Slovakia  Lease.doc
                         SIDE LETTER TO LEASE AGREEMENT
                         ------------------------------


     THIS  SIDE  LETTER  TO  LEASE  AGREEMENT (this "SIDE LETTER") is made as of
                                                     -----------
January  6, 2002 by and between WELLS FARGO BANK NORTHWEST, N.A. (formerly known
as  First  Security  Bank, National Association), not in its individual capacity
except  as  expressly set forth herein, but solely as trustee for the benefit of
the  Beneficiaries  pursuant  to  the  Trust  Agreement  (in  such capacity, the
"LESSOR",  and  in its individual capacity, "WELLS FARGO") and AIR SLOVAKIA BWJ,
                                             -----------
LTD,  a  corporation  incorporated  pursuant  to the laws of The Slovak Republic
("LESSEE").
    ----

                                    RECITALS


<PAGE>


                                                  Side Letter to Lease Agreement
                                                      Air Slovakia / Wells Fargo
                                            Boeing 737-200A / MSN 21722 / OM-ERA
                                                                            Page
Slovakia  Lease.doc
A.     Lessee  and  Lessor  have  previously  entered  into  that  certain Lease
Agreement  21722  dated  August  31,  2000,  as  supplemented  by  that  certain
Certificate  of  Acceptance dated September 6, 2000, that certain Certificate of
Delivery Condition, dated September 6, 2000, that certain Letter Agreement dated
     January  4,  2001,  and  that  certain  Letter Agreement dated June 6, 2001
(collectively,  the  "LEASE").
                      -----

B.     Pursuant  to  the  Lease, Lessee is currently leasing from Lessor one (1)
used  Boeing  model 737-200A aircraft bearing manufacturer's serial number 21722
and  Slovakian registration mark OM-ERA, together with two (2) installed Pratt &
Whitney  JT8D-9A  engines bearing manufacturer's serial number 707430 and 665325
(collectively,  the  "AIRCRAFT").
                      --------

     C.     Lessor  and  Lessee  now  desire  to  record certain agreements with
respect  to  the Lease and the contemplated transfer of title of the Aircraft by
Lessor  to  Lessee.

                                    AGREEMENT


<PAGE>
1.     DEFINITIONS.  Capitalized  terms  not otherwise defined herein shall have
       -----------
the  meanings  given  to  them  in  the  Lease.

2.     TERM-OUT  PERIOD.  Subject  to  the  terms  and  conditions  of this Side
       ----------------
Letter, Lessee and Lessor have agreed to abate the Basic Rent due from Lessee to
     Lessor  for  the  period commencing on January 6, 2002 and ending August 6,
2002  ("TERM-OUT  PERIOD"),  and  in  its  place,  Lessee will pay the following
        ----------------
amounts  to  Lessor  (collectively,  the  "TERM-OUT  PAYMENTS"):
                                           ------------------
<TABLE>
<CAPTION>

<S>                       <C>
DUE DATE                  TERM-OUT PAYMENT
========================  ================
January 6, 2002           US$25,000
========================  ================
February 6, 2002          US$30,000
------------------------  ----------------
March 6, 2002             US$35,000
------------------------  ----------------
April 6, 2002             US$70,000
------------------------  ----------------
May 6, 2002               US$75,000
------------------------  ----------------
June 6, 2002              US$93,000
------------------------  ----------------
July 6, 2002              US$93,000
------------------------  ----------------
August 6, 2002            US$94,417
------------------------  ----------------
TOTAL TERM-OUT PAYMENTS:  US$515,417
------------------------  ----------------
</TABLE>



3.     ADDITIONAL  RENT.  Lessor  and  Lessee agree that throughout the Term-Out
       ----------------
Period,  Lessee  shall  continue  to  pay Additional Rent in accordance with the
terms  of  the  Lease.  Notwithstanding  the  foregoing,  Lessee and Lessor both
acknowledge  and agree that Lessee shall not be entitled to any reimbursement of
any  Additional  Rent  previously paid by Lessee during the Term of the Lease or
paid  by  Lessee  during  the  Term-Out  Period,  as  the  case  may  be.

4.     LEASE  TERMINATION AND TRANSFER OF TITLE.  So long as Lessor has received
       ----------------------------------------
all  of the Term-Out Payments on the respective due date as set forth in Section
2  hereof  (or  as  a  result  of  Lessee  exercising  its  Prepayment Option as
contemplated  in Section 5 hereof) and so long as all of the other conditions of
this  Side  Letter have been met, Lessor shall transfer title of the Aircraft to
Lessee  subject  to  the  following:

a.     Closing.  On  the  date of title transfer (the "CLOSING DATE") Lessor and
       -------                                         ------------
Lessee agree to terminate the Lease by executing the Lease Termination Agreement
     in  the  form  set  forth  as  Exhibit  A  hereto  (the  "LEASE TERMINATION
                                    ----------                 -----------------
AGREEMENT"),  and  Lessor will convey to Lessee by Bill of Sale, in the form set
forth as Exhibit B hereto (the "BILL OF SALE"), all of Lessor's right, title and
         ---------              ------------
interest  in  the  Aircraft to Lessee, in accordance with the terms of this Side
Letter.

b.     ClosingProcedures.  On  or  prior  to  the  Closing  Date:
       -----------------

(i)     Lessee  shall  deliver  to  Lessor  the documents listed in Section 8(b)
hereof;

(ii)     Lessor  shall  deliver  to  Lessee the documents listed in Section 8(a)
hereof;

(iii)     Lessor  shall  have received all of the Term-Out Payments from Lessee;
and

(iv)     Lessee  shall  have  directed Lessor to retain, and shall have released
all  of  Lessee's  right, title and interest in and to, (a) all Security Deposit
amounts  held  by Lessor as of the Closing Date; (b) all Additional Rent held by
Lessor as of December 31, 2001 (total of US$206,906); and (c) up to US$75,000 of
the  Additional  Rent  paid by Lessee to Lessor during the Term-Out Period, with
any  Additional  Rent  in excess of US$75,000 to be returned to Lessee following
the  transfer  of  title  as  contemplated  herein.

5.     PREPAYMENT  OPTION.  During  the Term-Out Period and subject to the terms
       ------------------
hereof, Lessee, at its option, shall have the right to prepay the then remaining
     Term-Out  Payments  and  thus  accelerate the Closing Date to the date that
such  prepayment  is  made  (the  "Prepayment  Option").  Lessor  and  Lessee
acknowledge  that  a  10%  interest  factor  was  used to calculate the specific
Term-Out  Payment  amounts set forth in Section 2 hereof, and further agree that
should  Lessee elect to exercise this Prepayment Option, Lessee and Lessor shall
recalculate  the  final  amount  due  by  adding together the remaining Term-Out
Payment  amounts  and  deducting therefrom the appropriate interest amount based
upon  the  actual  Closing  Date.  In  order to exercise this Prepayment Option,
Lessee  must:

a.     provide Lessor with no less than thirty (30) Business Days' notice of its
     intention  to  prepay  any  remaining  Term-Out  Payments;  and

b.     not  be  in  default  under  any  of  the terms of the Lease or this Side
Letter,  including  but  not  limited to Lessee having paid to Lessor all of the
Additional  Rent  payments  due  to  Lessor  during  the  Term-Out  Period.

Lessee  and  Lessor  further  acknowledge  and agree that this Prepayment Option
shall  become null and void in the event Lessor shall terminate this Side Letter
in  accordance  with  Section  9  hereof.

6.     POSSESSION  OF AIRCRAFT ANDCONDITION.  Lessee acknowledges that it is the
       ------------------------------------
current  operator  of  the Aircraft and currently has possession of the Aircraft
and the Aircraft Documents.  Lessee accepts in all respects the condition of the
     Aircraft and Aircraft Documents.  Risk of loss and damage to or destruction
of  the  Aircraft  and  Aircraft Documents shall remain with the Lessee from and
after  the  Closing  Date.

On  the Closing Date, the Aircraft shall be transferred to Lessee, "AS IS, WHERE
IS",  and  LESSOR  HEREBY  DISCLAIMS  AND  LESSEE  HEREBY  WAIVES  ANY  AND  ALL
REPRESENTATIONS  OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY  WARRANTY  OF  FITNESS  FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND ANY
WARRANTY  ARISING  FROM  COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, AND
ALL OBLIGATION AND LIABILITY IN TORT, NEGLIGENCE AND STRICT LIABILITY, AND AS TO
THE  AIRWORTHINESS,  CONDITION,  DESIGN OR OPERATION OF THE AIRCRAFT OR ANY PART
THEREOF  OR  THE  CONDITION  AND  THE COMPLETENESS OF THE AIRCRAFT DOCUMENTS AND
RECORDS, AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION
OF  OR  RELIANCE  UPON  ANY SUCH WARRANTY, OBLIGATION OR LIABILITY.  IN NO EVENT
WILL  LESSOR  BE  LIABLE  HEREUNDER  FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
INCIDENTAL  DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE FOR LOSS OR INTERRUPTION
OF  USE,  REVENUE,  PROFIT  OR  BUSINESS.

7.      REPRESENTATIONS  AND  WARRANTIES.
        --------------------------------

a.     Representations  and  Warranties  of  Wells  Fargo/Lessor.  Wells  Fargo
       ---------------------------------------------------------
represents  and  warrants  with  respect to Sections 7(a)(i), (iii) and (iv) and
Lessor  represents  and  warrants  that:

(i)     Wells  Fargo  is  duly  organized  and validly existing national banking
association  under  the federal banking laws of the United States of America and
has  the  power  and  authority  to  carry  on  its  trust business as presently
conducted  and  to  perform  its obligations under the Trust Agreement, and this
Side  Letter  has been duly authorized by all necessary trust action on the part
of  Lessor  and  does  not  require  any approval of the Lessor that has not bee
obtained;

(ii)     Lessor  has  full trust power and authority to carry on its business as
presently  conducted  and  to execute, deliver and perform its obligations under
each  of  (a) this Side Letter; (b) the Lease Termination Agreement; and (c) the
Bill  of  Sale  (collectively,  the  "TRANSACTION  DOCUMENTS")  and each of such
                                      ----------------------
Transaction Documents has been duly authorized by all necessary action under the
Trust  Agreement;

(iii)     the  execution,  delivery and performance of the Transaction Documents
to  which  it  is  a party and the consummation of the transactions contemplated
thereby  have  been  duly  authorized  by  all necessary trust action of Lessor;

(iv)     assuming  the  validity  of execution and delivery by any other parties
thereto,  the Transaction Documents executed and delivered by each of Lessor and
Wells  Fargo constitute legal, valid and binding obligations of Lessor and Wells
Fargo enforceable in accordance with their respective terms except to the extent
that  such  enforceability  may  be limited by bankruptcy, insolvency or similar
laws  respecting  creditors'  rights generally and general principles of equity;

(v)     the execution and delivery of, the performance of its obligations under,
and  compliance  with the provisions of, the Transaction Documents by Lessor and
Wells  Fargo  will in no way exceed the powers granted to Lessor and Wells Fargo
by  or violate in any respect any provision of, or cause a breach or default of:

(1)     law  or regulation or any order or decree of any governmental authority,
agency  or  court  or generally accepted interpretation thereof or any judgment,
decree  or  permit  to  which  Lessor  or  Wells  Fargo  is  subject;  or

(2)     the  Articles  of  Association  or  by-laws  of Wells Fargo or the Trust
Agreement;  or

(3)     any  material  mortgage,  contract or agreement to which Lessor or Wells
Fargo  is  a  party;

(vi)     there are no pending or, to the knowledge of Lessor, threatened actions
or  proceedings  against  Lessor  before any court, arbitrator or administrative
agency  which,  if  adversely  determined  would materially adversely affect the
ability of Lessor to perform its obligations under this Side Letter or any other
Transaction  Documents  to  which  it  is  a  party.

b.     Representations  andWarranties of Lessee.  Lessee represents and warrants
       ----------------------------------------
that:

(i)     it is a duly organized and a validly existing corporation under the laws
of  the  Republic  of Slovakia and it has the power and authority to execute and
deliver  the  Transaction  Documents  to  which  it  is  a party and perform its
obligations  thereunder;

(ii)     the execution, delivery and performance of the Transaction Documents to
which  it  is  a  party  and  the  consummation of the transactions contemplated
thereby have been duly authorized by all necessary corporate and other action of
Lessee;

(iii)     assuming  the  validity of execution and delivery by any other parties
thereof,  the  Transaction Documents executed and delivered by Lessee constitute
legal,  valid  and  binding obligations of Lessee enforceable in accordance with
their  respective  terms  except  to  the extent that such enforceability may be
limited  by  bankruptcy, insolvency or similar laws respecting creditors' rights
generally  and  general  principles  of  equity;

(iv)     the  execution  and  delivery  of,  the  performance of its obligations
under,  and  compliance  with  the  provisions  of, the Transaction Documents by
Lessee  will in no way exceed the powers granted to Lessee by, or violate in any
respect  any  provision  of,  or  cause  a  breach  or  default  of:

(1)     any  law  or  regulation  or  any  order  or  decree of any governmental
authority,  agency  or court or generally accepted interpretation thereof or any
judgment,  decree  or  permit  to  which  Lessee  is  subject;  or

(2)     the  Certificate of Incorporation or by-laws of Lessee or any resolution
of  the  directors  or  shareholder  of  Lessee;  or

(3)     any material mortgage, contract or other agreements to which Lessee is a
party;

(v)     there  are no pending or, to the knowledge of Lessee, threatened actions
or  proceedings  against  Lessee  before any court, arbitrator or administrative
agency  which,  if  adversely  determined, would materially adversely affect the
ability of Lessee to perform its obligation under this Side Letter or any of the
other  Transaction  Documents  to  which  it  is  a  party;

(vi)     the  execution,  delivery  and performance by Lessee of the Transaction
Documents  to which it is a party do not require the consent, approval, order or
authorization  of,  the giving of notice to, the registration with or the taking
of  any  other  action  in  respect  of  any  governmental  body;  and

(vii)     Lessee  has  independently  and without reliance on Lessor (other than
any  representations and warranties expressly made by Lessor in this Side Letter
or any other Transaction Document) and based upon such information and materials
as  it  deems  appropriate, made its own appraisal of and investigation into the
condition  and  value  of  the  Aircraft  and  Aircraft  Documents.

8.     CONDITIONS  TO  CLOSING.
       -----------------------

a.     Lessee's Closing Conditions.  The obligation of Lessee to make all of the
       ---------------------------
     Term-Out Payments and terminate the Lease on the Closing Date is subject to
the  satisfaction  (or  waiver  by  Lessee)  of each of the following conditions
precedent:

(i)     All  approvals  and  consents  of  any  trustees  or  holders  of  any
indebtedness  or  obligations of Lessor that are required in connection with any
transaction  contemplated  by  the  Transaction  Documents  shall have been duly
obtained.

(ii)     Each of the Transaction Documents to which Lessor is a party shall have
been  duly  authorized,  executed  and  delivered by Lessor and shall be in full
force and effect with respect to the Lessor and executed counterparts shall have
been  delivered  by  Lessee.

(iii)     On  the  Closing Date (i) the representations and warranties of Lessor
contained in Section 7(a) shall be true and accurate in all material respects as
though  made  on  and as of such date, and (ii) nothing shall have occurred that
will  prevent  Lessor  from  performing  its  obligations  under the Transaction
Documents.

(iv)     Lessee  shall  have  received  the  following  documents:

(1)     an  incumbency  certificate  of  Lessor  as to the persons authorized to
execute  and  deliver  the Transaction Documents to which it is a party and each
other  document  to  be  executed  on  behalf  of  Lessor in connection with the
transactions contemplated by the Transaction Documents, including the signatures
of  such  persons;  and

(2)     a  certificate,  dated the Closing Date, signed by an officer of Lessor,
addressed  to Lessee and certifying as to each of the matters stated in Sections
7(a)(i)  and  (iii)  hereof.

b.     Lessor's  Closing  Conditions.  The obligation of Lessor to terminate the
       -----------------------------
Lease  and  transfer  title  to  the  Aircraft  to Lessee on the Closing Date is
subject  to  the  satisfaction  (or  waiver  by Lessor) of each of the following
conditions  precedent:

(i)     All  approvals  and  consents  of  any  trustees  or  holders  of  any
indebtedness  or  obligations of Lessee that are required in connection with any
transaction  contemplated  by  the  Transaction  Documents  shall have been duly
obtained.

(ii)     Each of the Transaction Documents to which Lessee is a party shall have
been  duly  authorized,  executed  and  delivered by Lessee and shall be in full
force and effect with respect to the Lessee and executed counterparts shall have
been  delivered  by  Lessor.

(iii)     On  the  Closing Date (i) the representations and warranties of Lessee
contained in Section 7(b) shall be true and accurate as though made on and as of
such  date,  and  (ii) nothing shall have occurred that will prevent Lessee from
performing  its  obligations  under  the  Transaction  Documents.

(iv)     Lessor  shall  have  received  the  following  documents:

(1)     an  incumbency  certificate  of  Lessee  as to the persons authorized to
execute  and  deliver  the Transaction Documents to which it is a party and each
other  document  to  be  executed  on  behalf  of  Lessee in connection with the
transactions contemplated by the Transaction Documents, including the signatures
of  such  persons;

(2)     a  certificate,  dated the Closing Date, signed by a Director of Lessee,
addressed  to Lessor and certifying as to each of the matters stated in Sections
7b(i)  and  (iii);  and

(3)     a  broker's  letter  of  undertaking and insurance certificate complying
with  the  provisions  of  Section  13  hereof.

(v)     Lessor  shall  have  received  all  of the Term-Out Payments, and Lessee
shall  have instructed Lessor to retain the Security Deposit and Additional Rent
held  by  Lessor  as  per  Section  4b(iv)  hereof.

9.     NO DEFAULT / TERMINATION OF SIDE LETTER.  Lessor's obligation to transfer
       ---------------------------------------
     title  to  the  Aircraft  to  Lessee in accordance with the terms hereof is
subject  to  there  being  no Default or Event of Default hereunder or under the
Lease  relating  to  Lessee's non-payment of the Term-Out Payments or Additional
Rent.  For  purposes  of  clarification,  Lessee and Lessor both acknowledge and
agree  that in the event Lessee should fail to make any of the Term-Out Payments
as  set  forth  herein or fail to pay the Additional Rent in accordance with the
terms  of  the Lease, such payment failures shall constitute an Event of Default
and Lessor shall, at its sole option, be entitled to terminate this Side Letter.
In the event Lessor terminates this Side Letter in accordance with the preceding
sentence,  all  terms and provisions of the Lease shall remain in full force and
effect  and  all  obligations  of  the  Lessor, as lessor, and Lessee, as lessee
thereunder,  shall  continue  to  the same extent as if this Side Letter had not
been  executed,  and  Lessor shall be entitled to exercise all of its rights and
remedies  under  this  Side  Letter  and  under  the Lease.  Notwithstanding the
foregoing,  each party covenants to the other to use its best commercial efforts
to  fulfill  the  conditions  necessary  to  effectuate  the  closing  of  the
transactions  contemplated  hereby.

10.     PAST  DUE  BASIC  RENT AMOUNTS.  Lessee and Lessor acknowledge and agree
        ------------------------------
that  Lessee  has  failed  to  make  previous  Basic  Rent payments to Lessor in
accordance with terms of the Lease.  In the event this Side Letter is terminated
     by  Lessor  in  accordance  with  the  terms  of  Section  9  hereof, it is
understood  and agreed that Lessor shall not be deemed in any way to have waived
the  obligation  of  Lessee to pay these past due Basic Rent amounts, and Lessee
shall be obligated to pay all such past due Basic Rent amounts and shall also be
obligated  to  pay  to  Lessor the difference between (i) any Basic Rent amounts
which were abated during the Term-Out Period in accordance with this Side Letter
and  (ii) the actual amount of the Term-Out Payments paid by Lessee to Lessor in
accordance  with the terms of this Side Letter.  In addition to paying such past
due  Basic Rent amounts, Lessee shall pay to Lessor interest at the Default Rate
on  such  amount(s) accruing from the original due date of such amount(s) to the
date  of  actual  payment  of  such  amount(s).

Notwithstanding  the  foregoing,  Lessor  agrees  that  so  long as Lessee is in
compliance  with  all  of  the  conditions  set  forth  in  this  Side  Letter,
specifically  including,  but  not  limited  to  Lessee's  obligation to pay the
Term-Out  Payments and all Additional Rent payments, Lessor shall not declare an
Event  of  Default under the Lease relating to Lessee's non-payment of any Basic
Rent  and  Additional  Rent  amounts  due prior to the date of this Side Letter.

11.     AD  COST  SHARING.  Lessor  and  Lessee  agree  that during the Term-Out
        -----------------
Period,  Lessor  shall  not  be  obligated  to  contribute  to  any AD costs, as
contemplated  in  Section  7.4  of  the  Lease.

12.     RELEASE;OPERATIONAL  INDEMNIFICATION.
        ------------------------------------

a.     Release.  Lessee  herby  releases  Lessor, Wells Fargo and all additional
       -------
Indemnitees  from  all claims by Lessee or any successor or assign of Lessee for
injury  to or for death of any person or damage to property (including personnel
and  property  of Lessee, Lessor, Wells Fargo or any other Indemnitees) directly
or  indirectly  arising out of the use, operation, control, storage or condition
of the Aircraft and Aircraft Documents and for any defects (latent or patent) in
     the  Aircraft  and  Aircraft  Documents.

b.     Operational  Indemnification.  Lessee  agrees to indemnify, reimburse and
       ----------------------------
hold  harmless,  on  an  After-Tax Basis (as hereinafter defined), Lessor, Wells
Fargo,  and  all  additional  Indemnitees  from  and against any and all claims,
damages, losses, liabilities, demands, suits, judgments, causes of action, legal
     proceedings,  whether  civil  or criminal, penalties, fines, other sanction
and  any  costs  and  expenses  in  connection  therewith  including  costs  of
investigation  and reasonable attorneys' fees and expenses (any and all of which
are  hereinafter  referred to as "CLAIMS") which may result from or arise in any
                                  ------
manner  out  of or in relation to an event occurring from and which arise out of
or  relate  to  (i) the ownership, leasing, subleasing, possession, disposition,
use  or  operation  of the Aircraft or (ii) any defect in the Aircraft including
defects  arising  from  any testing, maintenance, service, repair or overhaul of
the  Aircraft  whether  or  not the Aircraft is at the time in the possession of
Lessee  and  regardless  of where the Aircraft may be located.  (For purposes of
this  Side Letter, "AFTER-TAX BASIS" shall mean on a basis such that any payment
                    ---------------
received  or deemed to have been received by any Person shall be supplemented by
a  further amount paid to that Person, so that the recipient is held harmless on
an  after-tax basis from all taxes, penalties, fines, interest and other charges
taking into account any related credits or deductions resulting from the receipt
(actual  or  constructive) of such payments imposed by or under any governmental
authority.)

13.     INSURANCE.  Lessee  agrees  to  name  Lessor,  Wells  Fargo,  and  all
        ---------
additional  Indemnitees  as additional insureds under its comprehensive aviation
        -
liability  insurance  policy for a period of two years from the Closing Date and
the  amount of coverage under such policy shall be not less than US$500,000,000,
except for coverage for third party war risk liability which shall be limited to
     US$50,000,000  or  such  higher  amounts  as  may  become  available in the
international  insurance  markets.

14.     TAXES;  CLOSING  LOCATION;  FEES  AND  EXPENSES.
        -----------------------------------------------

a.     Taxes.  Lessee agrees to assume responsibility for and to pay sales, use,
       -----
     value  added,  property,  ad  valorem,  franchise or other taxes, licenses,
customs,  inspection  or  other fees, bonds, permits or certificates assessed or
levied  by any federal, state, provincial or local or other taxing authority now
or  hereafter  imposed  upon or arising out of the sale, delivery, registration,
use  or  ownership  of the Aircraft, but excluding any such taxes imposed on the
income  of  Lessor  ("TAXES"), regardless of who is responsible therefore at law
                      -----
and  Lessee  shall  hold  Lessor harmless in respect thereof and shall reimburse
Lessor,  on  an  After-Tax  Basis,  on  demand  for  any  such  Taxes.  Lessee's
obligations  under this Section 14(a) shall survive the transfer of title of the
Aircraft  as  contemplated  hereunder.

b.     Closing  Location.  Lessor  and Lessee shall cooperate and shall take all
       -----------------
actions reasonably requested by the other to ensure that the Aircraft is located
     on  the Closing Date in a jurisdiction that eliminates or minimizes, to the
maximum  extent  possible,  the  imposition  upon  Lessor or Lessee of any Taxes
arising  out  of  the  transfer  of  title of the Aircraft pursuant to this Side
Letter.

c.     Fees  and  Expenses.  Lessee  shall  be  responsible  for  all  expenses
       -------------------
incurred,  including  but  not  limited to legal fees, whether incurred by or on
       -
behalf  of Lessee or Lessor, in connection with the negotiation, preparation and
execution  of this Side Letter and in connection with the subsequent preparation
and  execution  of  the Bill of Sale and the Lease Termination Agreement and the
transfer  of title of the Aircraft, whether or not the transactions contemplated
thereby  are  finalized.

15.     MISCELLANEOUS.
        -------------

a.     Notices.  All notices required or permitted hereunder shall be in writing
       -------
and  may  be  either personally delivered, faxed, telexed or sent by a reputable
international  courier  service  addressed  as  follows:

(i)     If  to  Lessor:

Wells  Fargo  Bank  Northwest,  N.A.
79  South  Main  Street
Salt  Lake  City,  Utah  84111  USA
Attention:     Corporate  Trust  Department
Telephone:     +1-801-246-5630
Telefax:     +1-801-246-5053

with  a  copy  to  the  Beneficiaries  at:

     c/o  Equis  Financial  Group,  Inc.
     88  Broad  Street
     Boston,  Massachusetts  02110  USA
     Attention:     Operations  Department
     Telephone:     +1-617-854-5862
     Telefax:     +1-617-695-0956

with  an  additional  copy  to:

     Sigma  Aircraft  Management  LLC
     232  East  50th  Street
     New  York,  New  York  10022  USA
     Attention:     Mr.  Anders  Hebrand
     Telephone:     +1-212-752-9800
     Telefax:     +1-212-752-9801

(ii)     If  to  Lessee:

Air  Slovakia  BWJ,  Ltd.
Letisko  M.R.  Stefanika
Ivanska  cesta
P.O.  Box  2
82001
Bratislava
Attention:     Jan  Janok
Telephone:     +421-7-4342-2742
Telefax:     +421-7-4342-2742

or  at  such  other address as either party gives to the other from time to time
through  proper  notice.  Any such notice shall be effective and shall be deemed
to  have  been  given  when  received  at the addresses set forth above, as such
addresses  are  modified  as  set  forth  above.

b.     Assignment  of  Warranties and Records.  On the Closing Date, pursuant to
       --------------------------------------
the  terms  of  this  Side  Letter,  Lessor  shall be deemed to have irrevocably
assigned  to  Lessee  all  of  Lessor's  rights  under  any warranty, express or
implied,  service  policy  or  product  agreement  of  any  manufacturer, of any
maintenance  and  overhaul agency or of any subcontractor, supplier or vendor of
any  item  of the Aircraft to the extent that such rights are assignable and are
not  extinguished  as  a  result of this Side Letter or such assignment.  Lessor
makes  no representation or warranty to Lessee as to whether any such rights are
assignable.  From  time to time upon the reasonable request and at the sole cost
and expense (including counsel fees, if any) of Lessee, Lessor shall give notice
     to  any  such manufacturer, maintenance and overhaul agency, subcontractor,
supplier  or  vendor  of  the  assignment  of  such  warranties  to  Lessee.

c.     Nonwaiver;  Remedies  Cumulative.  Forbearance or indulgence by any party
       --------------------------------
in  any  regard  whatsoever  shall  not  constitute  a waiver of the covenant or
condition to which such forbearance or indulgence may relate, and until complete
     performance  thereof,  or  the  written  waiver  thereof, the forbearing or
indulging  party shall be entitled to invoke any right or remedy available to it
under  this  Side  Letter  or  by  law  or  in  equity or otherwise despite such
forbearance  or indulgence.  No right or remedy of any party provided for herein
is  exclusive of any other right or remedy, but all such rights and remedies are
cumulative  of  every  other  right  and  remedy provided for herein, at law, in
equity,  by  statute,  or  otherwise,  and  may  be  exercised  concurrently  or
separately  from  time  to  time.  The  prevailing  party  shall  be entitled to
reasonable  attorneys'  fees  and  forum  costs.

d.     Applicable  Law.  This  Side Letter shall in all respects be governed by,
       ---------------
and  construed  in  accordance  with, the laws of the State of New York (without
regard to any conflicts of law rule which might result in the application of the
     laws  of  any other jurisdiction), applicable to contracts entered into and
to  be  performed  entirely in the State of New York by residents of such state,
including  all  matters  of  construction,  validity  and  performance.

e.     Severability.  Any  provision of this Side Letter which may be prohibited
       ------------
or  unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition  or unenforceability in such jurisdiction only, without invalidating
the  remaining  provisions  hereof in such jurisdiction and without invalidating
any  of  the  provisions  hereof  in  any  other  jurisdiction.

f.     Waiver  of  Jury  Trial.  EACH  OF  LESSEE  AND  LESSOR HEREBY KNOWINGLY,
       -----------------------
VOLUNTARILY,  AND  INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN  RESPECT  OF  ANY  LITIGATION  BASED  HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION  WITH,  THIS  SIDE  LETTER  OR  ANY  OTHER  TRANSACTION  DOCUMENT.

g.     Jurisdiction.  Each of Lessor and Lessee hereby irrevocably submits to an
       ------------
     accepts  the exclusive jurisdiction of the United States District Court for
the  Southern  District  of  New  York  and the New York Supreme Court, New York
County,  in  each case located in the Borough of Manhattan (the "AGREED COURTS")
                                                                 -------------
with  regard to any action or proceeding arising out of or relating to this Side
Letter  or  any  other  Transaction  Document.  Final judgment against Lessor or
Lessee  rendered  by any Agreed Court in any suit shall be conclusive and may be
enforced  in  any  other jurisdiction by suit on a judgment, a certified or true
copy of which shall be conclusive evidence of the facts and of the amount of any
indebtedness  or  liability  of  such  party.

h.     Waiver.  Each of Lessor and Lessee irrevocably waives any objection which
       ------
     it  may now or hereafter have to the laying of venue of any suit, action or
proceeding  brought in any Agreed Court and further irrevocably waives any claim
that  any  such  suit, action or proceeding brought in any Agreed Court has been
brought  in  an  inconvenient  forum.

(i)     Without  prejudice  to  any  other  mode of service, Lessee (i) appoints
LEXIS  Document  Services, 125 Park Avenue, 23rd Floor, New York, New York 10017
as  its  agent  for  service  of  process relating to any proceedings before the
Agreed  Courts  in  connection  with this Side Letter and agrees to maintain the
process  agent  in  New  York, New York notified to Lessor, and (ii) agrees that
failure  by a process agent to notify Lessor of the process shall not invalidate
the  proceedings  concerned.

(ii)     Without  prejudice  to  any  other  mode of service, each of Lessor and
Lessee consents to the service of process relating to any proceedings involving,
directly  or  indirectly,  any  matter  arising  out of or relating to this Side
Letter  by  U.S.  Postal  Service  registered  mail  (prepaid,  return  receipt
requested)  of  a  copy of the process to Lessee's address identified in Section
15(a)(ii).

i.     Survival.  All representations, warranties, indemnities and agreements of
       --------
     the  Lessor and Lessee under this Side Letter shall survive the termination
of  the  Lease  and  the  transfer of title of the Aircraft on the Closing Date.

j.     Further  Assurances.  Lessor  and  Lessee  will promptly, at any time and
       -------------------
from  time  to  time, execute and deliver to each other such further instruments
and  documents,  and  take such further action, as Lessor or Lessee, as the case
may be, may from time to time reasonably request and which is necessary to carry
     out  this  Side  Letter and to establish and protect the rights, interests,
and  remedies  created  in favor of Lessor or Lessee provided such documents are
prepared at the sole cost and expense of the requesting party and such documents
are  in  form  and  substance  reasonably  acceptable  to the party requested to
execute  same.

k.     Written  Changes  Only.  No term or provision of this Side Letter nor any
       ----------------------
right  or  remedy  hereunder  may  be  changed  or waived orally, but only by an
instrument  in  writing  signed  by  both  parties.

l.     Exclusivity.  This  Side  Letter  and the other Transaction Documents are
       -----------
the  complete  and exclusive agreement of the parties hereto with respect to the
subject  matter hereof and supersedes all prior oral and written communications,
proposals,  agreements,  representations,  statements,  negotiations  and
undertakings  between  the  parties  hereto  with  respect to the subject matter
hereof.

m.     No Broker.  Lessee and Lessor each hereby represents to the other that it
       ---------
     has not directly or indirectly employed or otherwise procured any broker in
connection  with  the  transfer of title of the Aircraft contemplated hereby for
whose  compensation the other party is responsible or liable.  Each party agrees
to pay, indemnify and hold harmless the other party from and against any and all
liabilities,  losses,  costs, damages, claims and expenses (including reasonable
attorneys'  fees  and litigation costs) the other party shall ever suffer, incur
or  be  threatened with because of any claim by any broker or agent claiming by,
through  or  under  the  indemnifying party, whether or not meritorious, for any
fee,  commission  or  other compensation with respect to the purchase or sale of
the  Aircraft.

n.     Confidentiality.  Each  party  to  this  Side  Letter agrees that it will
       ---------------
treat  this  Side  Letter,  each  of  the  other  Transaction Documents, and the
contents  thereof as privileged and confidential and will not disclose, or cause
to be disclosed, the terms hereof or thereof to any Person, except that any such
     information may be disclosed (a) to the extent necessary in connection with
the  enforcement  of such party's rights under any Transaction Documents, (b) to
such  party's  agents,  attorneys  and  accountants  in the course of performing
customary  professional  services,  (c)  to  the  extent  required  pursuant  to
applicable law or by any governmental authority, (d) to the extent that prior to
such  disclosure,  such  information  is  publicly  available,  (e)  to  the
Beneficiaries,  any  financing  party  of the Lessee and to such party's agents,
attorneys  and  accountants and (f) with the prior written consent of Lessee and
Lessor.

o.     Counterparts.  This  document  may  be  executed in counterparts, each of
       ------------
which shall be deemed an original and all of which together shall constitute but
     one  and  the  same  original.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
     IN WITNESS WHEREOF, Lessor and Lessee, each pursuant to due authority, have
caused  this  Side  Letter  to  Lease  Agreement  to  be  executed by their duly
authorized  officers  as  of  the  day  and  year  first  above  written.



LESSOR:

WELLS  FARGO  BANK  NORTHWEST,  N.A.
  (formerly  First  Security  Bank,  National
  Association),  not  in  its  individual  capacity,
  but  solely  as  the  Owner  Trustee


By:  ___________________________

Name:  _________________________

Title:  __________________________




LESSEE:

AIR  SLOVAKIA  BWJ,  LTD.


By:  ____________________________

Name:  __________________________

Title:  ___________________________


<PAGE>
                                    EXHIBIT A

                           LEASE TERMINATION AGREEMENT

     This  LEASE TERMINATION AGREEMENT, dated as of  ____________________, 2002,
is  entered  into  between  WELLS  FARGO  BANK  NORTHWEST,  N.A. (formerly First
Security  Bank, National Association), not in its individual capacity but solely
as  Owner  Trustee, hereinafter called the "Lessor", and AIR SLOVAKIA BWJ, LTD.,
hereinafter  called  the  "Lessee".

     WHEREAS,  Lessor  and  Lessee  are  parties to that certain Lease Agreement
dated  as  of  August  31,  2000  as  at  any  time  amended  or  supplemented
(collectively,  the  "Lease");

     WHEREAS,  the  Lease  relates  to  one  (1)  Boeing Model 737-200A Aircraft
bearing  Slovakian  Registration  Mark  OM-ERA, and manufacturer's serial number
21722;  two  (2)  Pratt  &  Whitney model JT8D-9A engines bearing manufacturer's
serial  numbers  707430  and  665325;

     WHEREAS,  Lessor  and  Lessee  desire  to  terminate  the  Lease.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration,  the  receipt and sufficiency of which is hereby acknowledge, the
parties  hereto  agree  as  follows:

1.     The  Lease  is  hereby  terminated  with respect to the Aircraft, without
prejudice to any indemnities, rights or obligations which are expressly provided
     to  survive  the  term  of  the  Lease.

2.     Lessee  hereby  releases  all  right,  title  and  interest in and to the
Security  Deposit  and  any  and  all Additional Rent held by Lessor and directs
Lessor  to  retain  said  Security  Deposit  and  Additional  Rent.

3.     This  Lease  Termination  Agreement shall be governed by and construed in
accordance  with  the  laws  of  the  state  of  New  York.

4.     This  Lease  Termination  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  constitute  an  original and all of which
counterparts  shall  constitute  one  and  the same Lease Termination Agreement.

<PAGE>

     IN  WITNESS  WHEREOF,  Lessor and Lessee have caused this Lease Termination
Agreement  to  be  duly  executed  as  of  the day and year first above written.


LESSOR:

WELLS  FARGO  BANK  NORTHWEST,  N.A.
  (formerly  First  Security  Bank,  National
  Association),  not  in  its  individual  capacity,
  but  solely  as  the  Owner  Trustee


By:  ___________________________

Name:  _________________________

Title:  __________________________



LESSEE:

AIR  SLOVAKIA  BWJ,  LTD.


By:  ____________________________

Name:  __________________________

Title:  ___________________________



<PAGE>
                                    EXHIBIT B

                                  BILL OF SALE

     The  undersigned, WELLS FARGO BANK NORTHWEST, N.A. (formerly First Security
Bank,  National  Association),  not in its individual capacity but solely as the
Owner  Trustee  under  Trust  Agreement  No.  III  dated as of December 30, 1991
("Seller")  in  consideration  of TEN UNITED STATES DOLLARS (US$10.00) and other
good  and  valuable  consideration  does  hereby  grant,  bargain, sell, assign,
transfer  and set over unto AIR SLOVAKIA BWJ, LTD. ("Buyer"), its successors and
assigns,  all  right,  title  and  interest  of  Seller  in and to the following
described  aircraft  (the  "Aircraft").

          Manufacturer  and  Model:          Boeing  Model  737-200A
          Manufacturer's  Serial  Number:     21722
          Slovakian  Registration  Mark:          OM-ERA

including  two  JT8D-9A  engines  bearing  manufacturer's serial nos. 707430 and
665325, systems, avionics, instruments and equipment as appertain to and are now
on  board  the  Aircraft  and  the  Aircraft  Documents.

     Seller  hereby represents and warrants to Buyer, its successors and assigns
that Seller has title to the Aircraft as was conveyed to it, and the Aircraft is
free  and  clear  of  any  liens  created  by  or  through  Seller.

     EXCEPT  FOR  THE FOREGOING WARRANTY OF TITLE, THE AIRCRAFT IS SOLD TO BUYER
ON  AN "AS IS" AND "WHERE IS" BASIS.  SELLER MAKES NO OTHER WARRANTY, EXPRESS OR
IMPLIED,  ARISING  BY LAW OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY WARRANTY
AS TO CONDITION, VALUE, DESIGN, QUALITY, OPERATION, SUITABILITY, MERCHANTABILITY
OR  FITNESS  FOR  A  PARTICULAR  PURPOSE  OR  USE.

     Defined  terms used herein and not otherwise defined shall have the meaning
given  such  terms  in  that  certain Side Letter to Lease Agreement dated as of
January  6,  2002,  between  Seller,  as  lessor,  and  Buyer,  as  lessee.

     IN  WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed
and  delivered  by  its  duly  authorized  officer  as  of  the  ___  day  of
__________________  2002.

WELLS  FARGO  BANK  NORTHWEST,  N.A.
  (formerly  First  Security  Bank,  National
  Association),  not  in  its  individual  capacity,
  but  solely  as  the  Owner  Trustee


By:____________________________________
Name:
Title: