Exhibit 10.41




                                                               February 4, 1997
                                                                    Page 1 of 3

             PURCHASE ORDER NO. 60987, CHANGE ORDER NO. 2 AMENDMENT
                  Aircraft Leases for Three (3) DHC-7 Aircraft
                (MSN 11, 44 and 57) each dated September 26, 1990
                            as amended (the "Leases")

The Leases shall be deemed to be amended as follows:

1.       Lease Term: Two years from October 1, 1996, with options to extend for
         two additional two year periods at the same lease rate. The Lessee may
         excercise the option by giving the Lessor not less than 60 days written
         notice prior to the end of each renewal period, provided  that if the
         Lessee has not received notice from the U.S. Army regarding the renewal
         of its contract at the Kwajalein project by such date, then the Lessee
         shall give prompt written notice following the receipt of its notice
         from the U.S. Army.

2.       Lease Rates:  Effective October 1, 1996, the monthly lease rates
                       become:
                                        MSN 11-$41,000.00
                                        MSN 44-$38,500.00
                                        MSN 57-$38,500.00

3.       Economic Adjustment:  The Leases are hereby amended to clarify that the
         economic  adjustment  set out in Exhibit  "G" will apply to the list of
         life limited components  described in Schedule "A" attached hereto (the
         "Life Limited Components"), provided that the value of the hours/cycles
         consumed  between  delivery and return shall be credited on a component
         by component basis to the Lessor or the Lessee, as the case may be. The
         following provisions of the Leases are amended:

              11.6    Airframe and Components:   Notwithstanding anything
                      contained  herein or in any other agreement to the
                      contrary, all Life Limited Components (other than basic
                      engines and landing  gear  assemblies) shall be returned
                      with not less that 1,000 hours/and or cycles, whichever is
                      the  more  limiting  factor, remaining until the next
                      required overhaul or replacement, based on the
                      manufacturer's requirements for DHC-7 or its component.


              11.7    Landing Gear: Notwithstanding anything contained herein or
                      in any other agreement to the contrary, each landing gear
                      assembly  including all its components  shall be returned
                      with not less than twenty-five percent (25%) of the cycles
                      remaining until its next required replacement.

              11.8    Engines:  Notwithstanding anything contained herein or in
                      any other agreement to the contrary, each engine shall be
                      returned  with at least 1,000  hours and cycles remaining
                      until its next  required  overhaul (based on a 5,500 hour
                      overhaul  interval)  and at least  500  hours and cycles
                      remaining  until its next required hot section inspection
                      (based on a 1,500 hour HSI interval).






                                                                    Page 2 of 3


              11.11   Component Value  Determination on Return:  Upon the return
                      of the Aircraft,  the parties  shall  determine the amount
                      due as an economic adjustment (the "Economic  Adjustment")
                      under  Exhibit "G"  calculated on a component by component
                      basis and on an Aircraft by Aircraft basis. The labor cost
                      of   conducting   an  engine   overhaul  and  hot  section
                      inspection   shall  be   included   in  the   Exhibit "G"
                      calculation;  however, Lessee  may elect to conduct a hot
                      section  inspection  and receive a  corresponding  credit.
                      Notwithstanding  anything to the  contrary  set out in the
                      Lease, including without limitation, Exhibit "G" and any
                      amendments to the Lease or any other agreement between the
                      parties,  the  following  shall apply in  determining the
                      Economic Adjustment:

                      (a)       All references to half-life, 50% or one-half in
                                Exhibit "G" are deleted.

                      (b)       The current cost of overhaul or replacement used
                                for  purposes of the  Exhibit "G"  determination
                                shall  be  fixed  at  the  amounts set out in
                                Schedule  "A" for the  purposes of the  delivery
                                and the return of the  Aircraft,  whether at the
                                end of the Lease Term or any renewal  term.  The
                                parties shall, however,  mutually agree upon the
                                then currect cost of overhaul or replacement and
                                so amend Schedule "A" prior to the  commencement
                                of each renewal term.

                      (c)       The  parties acknowledge  and  agree  that  the
                                Lessee shall only be required to pay an Economic
                                Adjustment for  its  actual  use  of  the  Life
                                Limited Components  between the hours/cycles at
                                delivery  as  shown  in  Exhibit  "A"  and  the
                                hours/cycles  at  return.  Accordingly, if  the
                                aggregate sum of the Vi (current  time value of
                                item) of all Life Limited Components in respect
                                to  the  aircraft  upon  return   exceeds  the
                                aggregate sum of the Vi (current time value of
                                item) upon acceptance, the Lessee shall pay the
                                amount of such excess to the Lessor; and

                      (d)       If the  aggregate sum of the Vi (current  time
                                value of item) of all Life Limited Components in
                                respect to the Aircraft upon acceptance exceeds
                                the aggregate sum of the Vi (current time value
                                of item) upon  return, the Lessee shall not be
                                required  to  pay  the  Lessor  any   Economic
                                Adjustment.

              In the event of any inconsistency  between the provisions  hereof
              and the  provisions of the Leases, the  provisions hereof shall
              prevail.

4.       Sample Calculation:  Attached hereto as Schedule "B" is a sample
         calculation of the Component Value Determinations on return.



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                                                                    Page 3 of 3


5.    Stipulated  Loss Values:  The Stipulated Loss Value for each Aircraft as
      set out in the Leases shall be deemed to be replaced with the following:

         MSN 11-$4,525,000.00
         MSN 44-$3,690,000.00
         MSN 57-$3,760,000.00

6.    Life Remaining: All references to one-half life remaining in the Leases
      are hereby deleted.

7.    Governing  Law: The governing law of the Leases is hereby changed from
      the State of Florida to the Commonwealth of Massachusetts.

All other terms and conditions of the Leases shall continue in full force and
effect unamended.


 Attachments:
                 Schedule A (SN 11) Life Limited Components - 3 pages
                 Schedule A (SN 44) Life Limited Components - 3 pages
                 Schedule A (SN 57) Life Limited Components - 3 pages
                 Schedule B - Sample Component Value Calculations - 1 page