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                            AIRCRAFT LEASE AGREEMENT

                                     between

                        FIRST SECURITY BANK OF UTAH, N.A.
                                as Owner Trustee,
                                     Lessor

                                       and

                     SUNWORLD INTERNATIONAL AIRLINES, INC.,
                                     Lessee

                           Dated as of January 1, 1996

                  covering one Boeing model 727-251A Aircraft
              equipped with Pratt & Whitney model JT8D-15A Engines

                                Serial No. 21161

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<PAGE>

                                 LEASE AGREEMENT
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                        <C>
SECTION 1. Definitions ...................................................................  1

SECTION 2. Lease and Delivery of the Aircraft ............................................  5
     2.1. Lease, Lessee's Obligations, and Conditions Precedent ..........................  5
           2.1.1. Execution of Operative Documents .......................................  6
           2.1.2. Evidence of Legal Authority to Lease and Operate the Aircraft ..........  6
           2.1.3. Evidence of Corporate Authority ........................................  6
           2.1.4. Evidence of Insurance ..................................................  7
           2.1.5. Opinion of Counsel .....................................................  7
           2.1.6. Payment of Basic Rent and Security Deposit .............................  7
     2.2. Delivery .......................................................................  7
     2.3. Lessor Authority; Ancillary Documents ..........................................  8

SECTION 3. Term, Rent, and Purchase Option ...............................................  8
     3.1. Term; Option to Extend .........................................................  8
     3.2. Basic Rent .....................................................................  8
     3.3. Method of Payment ..............................................................  8
     3.4. Supplemental Rent ..............................................................  9
     3.5. Security Deposit ...............................................................  9
     3.6. Reserves .......................................................................  9
     3.7. Purchase Option ................................................................ 11

SECTION 4. Representations, Warranties and Miscellaneous Covenants ....................... 11
     4.1. The Lessee's Representations and Warranties .................................... 11
           4.1.1. Organization and Qualification ......................................... 11
           4.1.2. Corporate Authorization ................................................ 11
           4.1.3. Government Approval .................................................... 11
           4.1.4. Valid and Binding Agreements ........................................... 12
           4.1.5. Litigation ............................................................. 12
           4.1.6. Financial Condition .................................................... 12
           4.1.7. Accuracy and Disclosure of Information ................................. 12
     4.2. Representations and Warranties of the Lessor ................................... 12
           4.2.1. Due Organization ....................................................... 12
           4.2.2. Due Authorization; Enforceability ...................................... 12
           4.2.3. No Violation ........................................................... 13
           4.2.4. Ownership of Aircraft .................................................. 13
           4.2.5  No Consents or Approvals ............................................... 13
           4.2.6. Citizenship ............................................................ 13
           4.2.7. Discharge of FSBU Liens ................................................ 13
           4.2.8. Litigation ............................................................. 13
           4.2.9. FSBU Litigation ........................................................ 13
     4.3. Disclaimer and Acknowledgement of Disclaimer; Waiver of Consequential Damages .. 14
<PAGE>

     4.4. Lessee's  Miscellaneous Covenants .............................................. 15
           4.4.1. Maintenance of Corporate Status: No Merger or Consolidation ............ 15
           4.4.2. Notice of Default or Adverse Occurrence ................................ 15
           4.4.3. Maintenance of Consents and Approvals .................................. 15
           4.4.4. Change of Locale ....................................................... 15
           4.4.5. Financial Information and Reports ...................................... 15
     4.5. Lessor's Covenant of Quiet Enjoyment ........................................... 16

SECTION 5. Operation, Maintenance, Possession ............................................ 16
     5.1. Title .......................................................................... 16
     5.2. Operation ...................................................................... 16
     5.3. Maintenance in General ......................................................... 16
     5.4. Parts .......................................................................... 17
     5.5. Airworthiness Directives ....................................................... 18
     5.6. Service Bulletins .............................................................. 18
     5.7. Modifications .................................................................. 18
     5.8. Reports ........................................................................ 19
     5.9. Right to Inspect ............................................................... 20
     5.10. Damage and Repairs ............................................................ 20
     5.11. Aircraft Documents ............................................................ 20
           5.11.1. Airworthiness Directives .............................................. 21
           5.11.2. Life Limited Components ............................................... 21
           5.11.3. Damage and Repairs .................................................... 21
     5.12. Possession .................................................................... 21
     5.13. Insignia ...................................................................... 23

 SECTION 6.  Return of the  Aircraft ..................................................... 23
     6.1. Return ......................................................................... 23
     6.2. Lease Continues ................................................................ 23
     6.3. Return of Engines .............................................................. 23
     6.4. Condition of Aircraft .......................................................... 24
           6.4.1. Operating Condition .................................................... 24
           6.4.2. Cleanliness Standards .................................................. 24
           6.4.3. Certificate of Airworthiness ........................................... 24
           6.4.4. Compliance with Governmental Requirements .............................. 24
           6.4.5. Deferred Maintenance ................................................... 25
           6.4.6. Corrosion Treatment .................................................... 25
           6.4.7. Configuration and Condition ............................................ 25
     6.5. Condition of Airframe .......................................................... 25
           6.5.1. C Check ................................................................ 25
           6.5.2. D Check ................................................................ 25
           6.5.3. Parts .................................................................. 25
     6.6. Condition of Landing Gear ...................................................... 26
     6.7. Condition of Auxiliary Power Unit ("APU") ...................................... 26
     6.8. Condition of Engines ........................................................... 26
     6.9. Historical Records, Trend Monitoring Data ...................................... 26
<PAGE>

     6.10. Inspections ................................................................... 27
     6.11. Acceptance .................................................................... 27
     6.12. Discrepancy Correction; Financial Settlement .................................. 27
     6.13. Aircraft Documents ............................................................ 28
     6.14. Service Bulletin Kits ......................................................... 28
     6.15. Lessee's Special Exterior Markings ............................................ 28
     6.16. Disputes ...................................................................... 28

SECTION 7. Liens ......................................................................... 29

SECTION 8. Taxes ......................................................................... 29
     8.1. Tax Indemnity .................................................................. 29
     8.2. Withholding .................................................................... 31
     8.3. After-tax Payment .............................................................. 32

SECTION 9. Risk of Loss; Event of Loss; Requisition for Use .............................. 32
     9.1. Risk of Loss ................................................................... 32
     9.2. Airframe Event of Loss ......................................................... 32
     9.3. Engine Event of Loss ........................................................... 33
     9.4. Requisition .................................................................... 33

SECTION 10. Insurance .................................................................... 34
     10.1. Reports ....................................................................... 34
     10.2. Lessor Maintaining Insurances ................................................. 34
     10.3. Insurance Proceeds ............................................................ 34
     10.4. Property Insurance ............................................................ 35
     10.5. Liability Insurance ........................................................... 35
     10.6. Provisions Relating To All Insurances ......................................... 36

SECTION 12. Further Assurances ........................................................... 37

SECTION 13. Events of Default ............................................................ 37
     13.1. Failure to Pay Basic Rent ..................................................... 37
     13.2. Failure to Pay Supplemental Rent .............................................. 37
     13.3. Failure to Maintain Insurance ................................................. 37
     13.4. Misrepresentation or Breach of Warranty ....................................... 37
     13.5. Bankruptcy, Etc. .............................................................. 37
     13.6. General Default ............................................................... 38
     13.7. Loss of Airline or Corporate Authority ........................................ 38
     13.8. Other Obligations ............................................................. 38
     13.9. Guarantor Default ............................................................. 38

SECTION 14. Remedies ..................................................................... 38
     14.1. Return and Repossession ....................................................... 39
     14.2. Sale, Use, Etc. ............................................................... 39
     14.3. Liquidated Damages: Fair Market Rental ........................................ 39
<PAGE>

     14.4. Cancellation, Termination, and Rescission ..................................... 39
     14.5. Other Remedies ................................................................ 40

 SECTION 15. General Indemnity and Expenses .............................................. 40
     15.1. General Indemnity ............................................................. 40
     15.2. Legal Fees and Expenses ....................................................... 41

SECTION 16. Assignment and Alienation .................................................... 41

SECTION 17. Notices ...................................................................... 42

SECTION 18. No Set-Off, Counterclaim, Etc. ............................................... 43

SECTION 19. Governing Law ................................................................ 44
     19.1. Consent to Jurisdiction ....................................................... 44
     19.2. Choice of Law ................................................................. 44

SECTION 20. Miscellaneous ................................................................ 44

SECTION 21. Truth-In-Leasing ............................................................. 45

EXHIBIT A: FORM OF LEASE SUPPLEMENT AND RECEIPT .......................................... 47

EXHIBIT B: FORM OF AIRCRAFT RETURN RECEIPT AND LEASE TERMINATION ......................... 53

EXHIBIT C: FORM OF GUARANTY .............................................................. 56
</TABLE>

<PAGE>

                            AIRCRAFT LEASE AGREEMENT

            This AIRCRAFT LEASE AGREEMENT dated as of January 1, 1996 between
FIRST SECURITY BANK OF UTAH, N.A., a national banking association organized and
existing under the laws of the United States, not in its individual capacity but
solely as owner trustee under that certain Trust Agreement 1989-4 dated as of
December 13, 1989, and amended as of March 1, 1990, by and among the Lessor and
the Beneficiaries (defined below), with its principal place of business at 79
South Main Street, Salt Lake City, Utah 84111 ("Lessor"), and SUNWORLD
INTERNATIONAL AIRLINES, INC., a Kentucky corporation with its principal place of
business at 207 Grandview Drive, Fort Mitchell, Kentucky 41017-2799 ("Lessee"),

            WHEREAS, the Lessee desires to lease from the Lessor and the Lessor
is willing to lease to the Lessee the aircraft described herein upon and subject
to the terms and conditions of this Lease;

            NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Lessee and Lessor agree as follows:

            SECTION 1. Definitions. The following terms shall have the
following meanings for all purposes of this Lease:

      "Aircraft" means the Airframe, Engines, Appliances, and the Aircraft
Documents. Engines and Appliances shall be deemed part of the "Aircraft" whether
or not from time to time attached to the Airframe or to another airframe or on
the ground.

      "Aircraft Documents" has the meaning given such term in Section 5.11
hereof.

      "Airframe" means the Boeing model 727-251 airframe, manufacturer serial
number 21161, registration mark N282US, and component Parts thereof (including
landing gear) so long as such Parts shall be either incorporated or installed in
or attached to the Airframe or required to be subject to this Lease as provided
in Section 5 hereof.

      "Airworthiness Directive" means any airworthiness directive or other
mandatory regulation, directive or instruction that the Aviation Authority may
from time to time issue and that is required to be carried out on airframes,
engines or appliances of the same type as the Airframe, Engines, or Appliances
in order to meet the requirements of Aviation Law for the commercial
transportation of passengers or cargo.

      "Appliance" means any instrument, mechanism, equipment, apparatus,
appurtenance, or accessory, including communications equipment and auxiliary
power units, that is used or intended to be used in operating or controlling the
Aircraft in flight, and is installed in or attached to the Aircraft, but is not
part of the Airframe or Engines, and component Parts thereof, so long as the
same shall be either incorporated or installed in or attached to such Appliance
or required to be subject to this Lease as provided in Section 5 hereof.
<PAGE>

      "Applicable Law" means, without limitation, all applicable laws,
treaties, international agreements, decisions and orders of any court,
arbitration or governmental agency or authority and rules, regulations, orders,
directives, licenses and permits of any governmental body, instrumentality,
agency or authority, including, without limitation, the law of the Commonwealth
of Massachusetts, and such laws of the United States which prohibit trade with
enemies of the United States.

      "Approved Maintenance Program" means a maintenance program applicable to
the Aircraft encompassing scheduled maintenance, condition monitored
maintenance, and on-condition maintenance of Airframe, Engines and Appliances,
including, but not limited to, servicing, testing, preventive maintenance,
repairs, structural inspections, systems checks, approved modifications, service
bulletins, engineering orders, Airworthiness Directives, corrosion control
inspections and treatments, and which meets the Aviation Law requirements for
commercial airline passenger operations and is approved by the appropriate
Aviation Authority officer having responsibility for Lessee's operations and
maintenance of the Aircraft.

      "Aviation Authority" means the Federal Aviation Administration of the
United States Department of Transportation or any successor agency, or any such
other governmental authorities from time to time vested with the control and
supervision of the Aviation Law, or having jurisdiction over the registration,
airworthiness, operation of or other matters relating to the Aircraft or civil
aviation in the United States.

      "Aviation Law" means the Applicable Law of the United States including
all regulations promulgated by the Aviation Authority pursuant to Aviation Law,
as amended from time to time, respecting the ownership and operation of aircraft
registered or operated in the United States.

      "Basic Rent" means the rent payable for the Aircraft pursuant to Section
3.2 hereof.

      "Beneficiaries" means American Income Partners V-A Limited Partnership, a
Massachusetts limited partnership, American Income Partners V-B Limited
Partnership, a Massachusetts limited partnership, American Income Partners V-C
Limited Partnership, a Massachusetts limited partnership, and American Income
Fund I-A, a Massachusetts Limited Partnership, a Massachusetts limited
partnership, each with its principal place of business at 98 North Washington
Street, Boston, Massachusetts 02114.

      "Business Day" means any day other than a Saturday, a Sunday or a day on
which commercial banking institutions are authorized to be closed by Applicab1e
Law in Boston, Massachusetts, or Fort Mitchell, Kentucky.

      "C Check" means the inspection, overhaul, repair, preservation and
replacement of Parts of the Aircraft, including preventive maintenance,
identified as a full block C Check under the Airframe manufacturer's maintenance
planning documents, or equivalent. Such full block C Check shall include all
structural inspections, corrosion control and other work normally completed in
conjunction with each block C Check.


                                  Page 2 of 56
<PAGE>

      "Default" means an event which with the passage of time or the giving of
notice, or both, would constitute an Event of Default.

      "Delivery Date" has the meaning given such term in Section 2.2 hereof.

      "Delivery Location" has the meaning given such term in Section 2.2
hereof.

      "Engine" means each of three (3) Pratt & Whitney model JT8D-15A engines,
serial numbers 696253, 696529 and 695260, or any other engine which may from
time to time replace an Engine leased hereunder in accordance with the terms
hereof, and component Parts thereof, so long as the same shall be either
incorporated or installed in or attached to such Engine or required to be
subject to this Lease as provided in Section 5 hereof.

      "Event of Default" has the meaning given such term in Section 13 hereof.

      "Event of Loss" shall mean any of the following events with respect to
any property:

            (i) loss of such property due to theft, disappearance, destruction,
      damage beyond economic repair or rendition of such property permanently
      unfit for normal use for any reason;

            (ii) any damage to such property which results in an insurance
      settlement with respect to such property on the basis of an actual,
      constructive, agreed, arranged, or compromised total loss; or

            (iii) the condemnation, confiscation or seizure of, or requisition
      of title to such property by private persons or by any governmental or
      purported governmental authority (but excluding requisition for use or
      hire not involving requisition of title, provided such requisition for use
      or hire does not continue beyond the end of the Term, and excluding
      confiscation by the United States of America).

       "Expiry" shall mean any of the following: (i) expiration of the Term
through the passage of time in accordance with the terms of this Lease, or (ii)
termination, cancellation, or rescission of the Lease in accordance with its
terms and in accordance with Applicable Law.

       "FSBU" means First Security Bank of Utah, N.A., in its individual
capacity.

       "Guarantor" means Columbia Sussex Corporation, a Kentucky corporation
with its principal place of business at 207 Grandview Drive, Fort Mitchell,
Kentucky 41017-2799.

       "Guaranty" means the Guaranty made by the Guarantor in favor of the
Lessor and in the form attached hereto as Exhibit C.


                                  Page 3 of 56
<PAGE>

      "Indemnitee" means (i) the Lessor; (ii) the Beneficiaries; (iii) any
Lender; (iv) American Finance Group, a Massachusetts general partnership, and
(iv) their respective successors, assigns, employees, officers, directors and
agents, and each of them.

      "Lease" shall mean this Aircraft Lease Agreement, as supplemented by the
Lease Supplement and Receipt, and as may be amended in accordance with Section
20 hereof.

      "Lease Supplement and Receipt" shall mean a Lease Supplement and Receipt,
substantially in the form of Exhibit A hereto.

      "Lender" shall mean any holder of a security interest in the Aircraft
and/or assignee of this Lease (or any interest therein), which security interest
and/or assignment was acquired in exchange for financing provided to Lessor to
acquire the Aircraft or to refinance Lessor's acquisition of the Aircraft.

      "Lessor Liens" means Liens which result from claims against or affecting
the Lessor not related to the transactions contemplated by this Lease, or any
Lien which Lessor has caused to be placed on the Aircraft as permitted pursuant
to Section 19 hereof, or any Lien for Taxes imposed on any Indemnitee for which
the Lessee is not required to indemnify hereunder.

      "Lien" means any mortgage, security interest, lease or other charge or
encumbrance or claim or right of others, including, without limitation, rights
of others under any airframe, appliance or engine interchange or pooling
agreement.

      "Life Limited Component" means any Part that is required either by the
Airframe, Engine, Appliance, or Part manufacturer or by the Aviation Authority
or by the Approved Maintenance Program to be overhauled or replaced after a
certain number of hours, calendar time, cycles, or landings, including without
limitation life-limited parts, rotables, and discard items.

      "Maintenance Provider" means Triad International Maintenance Corp.,
Greensboro, North Carolina, or other internationally recognized service,
overhaul and repair agency fully qualified to service, repair and overhaul the
Airframe, Engines and Appliances approved by the Aviation Authority, as selected
by Lessee and approved in writing by Lessor, such approval not to be
unreasonably withheld.

      "Operative Documents" means this Lease (including a Lease Supplement and
Receipt), the Guaranty, and any ancillary documents executed in connection
therewith.

      "Overdue Payment Rate" means 12% per annum.

      "Parts" means all components, parts, instruments, appurtenances,
accessories, furnishings or other equipment of whatever nature (other than
complete engines or appliances) which may


                                  Page 4 of 56
<PAGE>

from time to time be incorporated or installed in or attached to the Airframe or
any Engine or any Appliance, including replacement parts.

      "Permitted Liens" means: (i) Lessor Liens; (ii) Liens for Taxes; (iii)
materialmen's, mechanics', workmen's, repairmen's, employees' or other like
Liens arising in the ordinary course of business, including (without limitation)
Liens in respect of airport user and en route charges; and (iv) Liens arising
out of judgments or awards; provided, however, that with respect to foregoing
clauses (ii), (iii), and (iv), the payments associated with the Liens described
therein are either not yet due or being contested in good faith (and for the
payment of which adequate reserves have been provided) by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture, confiscation, seizure or loss of the Airframe or any
Engine or interest therein.

      "Rent" means Basic Rent, Reserves, and Supplemental Rent.

      "Rent Payment Date" means the Delivery Date and the day of each calendar
month following the Delivery Date which corresponds to the Delivery Date (or, if
any such month does not have such a corresponding day then the last day of such
month) during the Term.

      "Reserves" has the meaning given to such term in Section 3.6 hereof.

      "Reserve Tasks" has the meaning given to such term in Section 3.6 hereof.

      "Return Date" has the meaning given to such term in Section 6.1 hereof.

      "Return Location" has the meaning given to such term in Section 6.1
hereof.

      "Security Deposit" has the meaning given to such term in Section 3.5
hereof.

      "Stipulated Loss Value" has the meaning given to such term in Section
10.4.1 hereof.

      "Supplemental Rent" means all amounts, liabilities, indemnifications and
obligations of any kind whatsoever (other than Basic Rent but including any
payment of Stipulated Loss Value) which the Lessee is obligated to pay in
accordance with the terms of this Lease.

      "Tax" has the meaning given to such word in Section 8.1 hereof.

      "Term" has the meaning given to such word in Section 3.1 hereof.

      "US$ and Dollars" means the lawful currency of the United States.


                                  Page 5 of 56
<PAGE>

           SECTION 2. Lease and Delivery of the Aircraft.

      2.1. Lease. Lessee's Obligations, and Conditions Precedent.

      The Lessor agrees to lease to the Lessee, and the Lessee agrees to lease
from the Lessor, the Aircraft, on the terms and conditions of this Lease. The
Lessee's obligation to lease the Aircraft shall be conditioned upon the Aircraft
not having suffered an Event of Loss prior to the Delivery Date, and being in
the following condition (the "Conditions Precedent to Lessee's Acceptance"): (1)
registered in the United States in the name of the Lessor (Lessor shall provide
a copy of a certificate of registration to Lessee); (2) with a current and valid
certificate of airworthiness (Lessor shall provide a copy of such certificate to
Lessee); (3) in compliance with all Aviation Authority regulations, including
without limitation, with all Airworthiness Directives (including twenty-year
aging aircraft Airworthiness Directives) completed on a terminating action
basis, qualified under Aviation Authority Part 121 for commercial passenger
operations, and accompanied by all Aircraft Documents required by the Aviation
Authority (Aircraft Documents for life-limited parts shall be "back-to-birth");
(4) fully equipped to Lessee's satisfaction; (5) configured with a minimum of
166 economy-class seats; (6) with Engines having an average of 3,000
hours/cycles across the wing, but no less than 2,000 hours/cycles on any one
Engine before next scheduled removal; (7) with all life-limited parts and
Aircraft time-controlled components having at least 2,000 hours/cycles remaining
based on the Northwest Airlines maintenance program; (8) zero time since a full
C Check and that segment of a D check necessary to bridge the Aircraft to the
Approved Maintenance Program; (9) with windshear detector installed; (10) with
MTOW increased to 186,500 pounds; (11) stripped or painted white; (12) clean by
commercial airlines standards; and with the auxiliary power unit in serviceable
condition and functioning satisfactorily. The Lessee shall be entitled to a
predelivery inspection of the Aircraft that shall include a full borescope and
power assurance check on all Engines and the auxiliary power unit and a test
flight, all at Lessor's expense. At any such predelivery inspection and flight
Lessee's representatives may be accompanied by an Aviation Authority Designated
Airworthiness Representative. Furthermore, the Lessee's obligation to lease the
Aircraft shall be conditioned upon provision, on the Delivery Date, to Lessee of
written confirmation in a form provided by Lessee and reasonably satisfactory to
Lessor from each Lender and Beneficiary that such Lender and Beneficiary is
aware of the covenant contained in Section 4.5 hereof and agrees that, provided
no Event of Default has occurred and continuing, such Lender or Beneficiary will
not interfere with Lessee's rights hereunder or its peaceful and quiet use,
operation and possession of the Aircraft hereunder. The Lessor's obligation to
lease the Aircraft shall be conditioned upon the absence of any Default
hereunder, and the performance by Lessee of each of the following obligations on
or before the Delivery Date (unless a sooner date is specified), all in form and
substance satisfactory to Lessor and its counsel:

            2.1.1. Execution of Operative Documents. The Lessee shall have
      executed and delivered this Lease, the Lease Supplement and Receipt (dated
      the Delivery Date), and each other Operative Document to which it is a
      party, and the Guarantor shall have executed and delivered the Guaranty;


                                  Page 6 of 56
<PAGE>

            2.1.2. Evidence of Legal Authority to Lease and Operate the
      Aircraft. [INTENTIONALLY OMITTED]

            2.1.3. Evidence of Corporate Authority. The Lessee shall have
      delivered to the Lessor certified resolutions of the board of directors of
      the Lessee and the Guarantor, duly authorizing the execution, delivery and
      performance of this Lease, the other Operative Documents to which the
      Lessee or the Guarantor is a party, and other satisfactory evidence as may
      be requested by Lessor that the Lessee and the Guarantor have taken all
      corporate action necessary to authorize the Operative Documents and the
      transactions contemplated hereby, together with an incumbency certificate
      as to the person or persons authorized to execute and deliver the same;

            2.1.4. Evidence of Insurance. The Lessee shall have delivered to the
      Lessor reports and certificates of insurance in compliance with the
      requirements of Section 10 hereof;

            2.1.5. Opinion of Counsel. At Lessee's expense, the Lessor shall
      have received a favorable opinion addressed to Lessor from counsel to
      Lessee, dated the Delivery Date, confirming (subject to standard
      exceptions) that (i) Lessee is a corporation duly incorporated, validly
      existing, in good standing, and is qualified to do business under the laws
      of the State of Kentucky; (ii) the execution, delivery and performance by
      Lessee of this Lease have been duly authorized by all necessary corporate
      action on the part of the Lessee, are not inconsistent with its
      Certificate of Incorporation or By-Laws, and do not violate any United
      States or Kentucky law, regulation or order applicable to Lessee; (iii)
      this Lease is the legal, valid, binding and enforceable agreement of
      Lessee; and (iv) no consent or approval by any United States or Kentucky
      authority or agency is required with respect to the execution, delivery
      and performance by Lessee of this LeaSe other than licenses, permits and
      approvals required of the Aviation Authority for the operation and
      maintenance of the Aircraft by Lessee.

            2.1.6. Payment of Basic Rent and Security Deposit. Lessor shall have
      received payment of Basic Rent for the first month of the Term, and
      payment of the Security Deposit.

      2.2. Delivery. The Aircraft shall be delivered to the Lessee "AS IS,"
"WHERE IS," AND SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND
REPRESENTATION AS SET FORTH IN SECTION 4.3 HEREOF. Lessee shall accept delivery
of the Aircraft at Smyrna Airport, Smyrna, Tennessee, or such other place as may
be mutually agreed upon in writing by the Lessor and Lessee (the "Delivery
Location") and on January 19, 1996, or such other date as may be mutually agreed
upon in writing by the Lessor and Lessee (the "Delivery Date", which date shall
be the date of the Lease Supplement and Receipt). Upon acceptance of the
Aircraft, the Lessee shall execute and deliver the Lease Supplement and Receipt
to the Lessor, which shall constitute, without further act, unconditional and
irrevocable acceptance, as between Lessor and Lessee, by the Lessee of the
Aircraft under,


                                   Page 7 of 56
<PAGE>

and for all purposes of, this Lease and as being airworthy, in good working
order and repair and without defect or inherent vice in condition, design,
operation or fitness for use, whether or not discoverable by the Lessee on the
Delivery Date. There shall be attached to the Lease Supplement and Receipt
Schedule 3, signed by both parties, setting forth qualifications affecting the
return conditions set forth in Section 6 hereof.

      2.3. Lessor Authority; Ancillary Documents. On the Delivery Date, the
Lessor shall furnish to the Lessee (i) satisfactory evidence that the Lessor has
taken all corporate action necessary to authorize this Lease and the
transactions contemplated hereby; (ii) an incumbency certificate as to the
person or persons authorized to execute and deliver the same, in each case in
form and substance satisfactory to the Lessee; (iii) an assignment of such
rights as the Lessor may have under any warranty (express or implied) or
otherwise with respect to the Aircraft, made by the manufacturer of the Aircraft
or by any subcontractor or supplier of such manufacturer, as the case may be, or
made by a repair station or supplier in respect to repair or overhaul of the
Aircraft to the extent that the same exists in favor of the Lessor and is
capable of being assigned or otherwise made available; and (iv) a favorable
opinion addressed to Lessee from counsel to Lessor, dated the Delivery Date and
in form and substance reasonably satisfactory to the Lessee.

      2.4. Failure of Condition Precedent to Lessee's Acceptance. In the event
that the Aircraft does not meet the Conditions Precedent to Lessee's Acceptance
on the Delivery Date, then Lessee shall have the right to terminate this
agreement by written notice to Lessor. Upon such termination, Lessee shall be
entitled to the immediate return of the Security Deposit, and thereafter neither
party shall have any further liability or obligation to the other. In no event
shall Lessor be liable to Lessee for breach of contract or consequential damages
if the Aircraft does not meet the Conditions Precedent to Lessee's Acceptance.

            SECTION 3. Term, Rent, and Purchase Option.

      3.1. Term; Option to Extend. The term for which the Aircraft is leased
hereunder (the "Term") shall be thirty-six (36) months, commencing on the
Delivery Date, unless Expiry occurs sooner pursuant to the express provisions of
this Lease. Provided no Default has occurred and is continuing, the Lessee may
extend the Term on the same terms for one year by providing Lessor with written
notice of its irrevocable election to extend the Term no less than ninety days
prior to the expiration of the original thirty-six-month Term.

      3.2. Basic Rent. The Lessee shall pay to the Lessor monthly rental for
the Aircraft (the "Basic Rent"), payable in advance on each Rent Payment Date
during the Term, in the amount of Sixty-Five Thousand United States Dollars
(US$65,000).

      3.3. Method of Payment. All Rent hereunder shall be paid by the Lessee
not later than 2:00 P.M., New York time, on the date due thereof in U.S. Dollars
and in immediately available funds to the Lessor by deposit to:


                                  Page 8 of 56
<PAGE>

            National Westminster Bank
            80 Pine Street
            New York, New York 10005
            ABA #021-000-322
            Acct.#2181-01-7585
            Acct. Name: American Finance Group
            Reference:  AFG Sunworld

or to such other United States bank account as the Lessor shall specify to the
Lessee in writing. Any Rent due on a day which is not a Business Day shall be
due on the next Business Day.

      3.4. Supplemental Rent. The Lessee also agrees to pay to the Lessor any
and all Supplemental Rent promptly as the same shall become due and owing. In
the event of any failure on the part of the Lessee to pay any Supplemental Rent,
the Lessor shall have all rights, powers and remedies provided for herein or by
law or equity in the case of nonpayment of Basic Rent. The Lessee will also pay,
on demand, as Supplemental Rent, an amount equal to interest at the Overdue
Payment Rate on any part of any payment of Rent not paid on the date it becomes
due for any period for which the same shall be overdue.

      3.5. Security Deposit. Upon the execution of this Lease, Lessee shall
make a deposit, in cash, with Lessor in an amount equal to One Hundred Thirty
Thousand United States Dollars (US$130,000) to serve as security for Lessee's
full and faithful performance of all of its obligations under this Lease (the
"Security Deposit"). If Lessee fails to pay Rent or any other sums due or fails
to perform any of the other terms or provisions of this Lease or is otherwise in
Default hereunder, in addition to all other rights Lessor shall have, Lessor may
use, apply or retain all or any portion of the Security Deposit in partial
payment for any sums it may in its discretion advance to cure such Default by
the Lessee. If Lessor uses or applies all or any portion of the Security
Deposit, such application shall not be deemed a cure of any Default, and Lessee
shall within five Business Days after receipt of written demand from Lessor pay
an amount necessary to restore the Security Deposit to its required amount, and
the failure to do so shall be an Event of Default without further notice. Except
as otherwise expressly provided herein, the Security Deposit shall remain in
effect until the Aircraft is returned in the condition required by this Lease
and an Aircraft Return Receipt and Lease Termination in the form of Exhibit B is
executed. Lessee shall not be entitled to off-set any Rent against the Security
Deposit. At the return of the Aircraft in the condition required by this Lease,
Lessor shall return the Security Deposit, without interest, provided that Lessee
has otherwise fulfilled all its obligations hereunder. Lessor shall be under no
obligation to segregate the Security Deposit, and may mingle the Security
Deposit with other funds. Lessee hereby grants Lessor a security interest in the
Security Deposit, and Lessee shall deliver to Lessor any financing statement or
other documentation necessary or advisable to perfect Lessor's security interest
in the Security Deposit.

      3.6. Reserves. D Checks (whether phased or block, as defined in the
Approved Maintenance Manual), C Checks, Engine heavy maintenance requiring shop
repair, landing gear


                                  Page 9 of 56
<PAGE>

overhauls, and auxiliary power unit overhauls are collectively and individually
referred to as "Reserve Tasks." In addition to monthly installments of Basic
Rent, Lessee shall pay to Lessor an hourly payment to be reserved for Reserve
Tasks as follows:

            3.6.1. The Lessee shall, on or before the 10th day of each calendar
      month during the Term of this Lease, submit to Lessor a true summary of
      the Aircraft usage for the preceding month, specifying the number of hours
      the Aircraft shall have flown in such month. Such usage shall be
      determined by Lessee by reference to the Aircraft operating logs, subject
      to audit and verification by Lessor. On or before the 15th day of each
      month, Lessee shall pay to Lessor for each flight hour the Aircraft was
      operated during the immediately preceding month the following amounts
      applicable to the specified Reserve Tasks: for D Check, US$50; for C
      Checks, US$50; for Engine heavy maintenance (including overhaul, hot
      section inspection, replacement of internal Life Limited Components that
      have reached their applicable hour or cycle limits, disassembly, assembly
      and testing required thereof) requiring shop repair US$60 per Engine, and
      applicable per specific Engine (a separate Engine Reserve shall be
      established and maintained for each Engine); for complete landing gear
      overhaul, US$12, combined for all landing gear; and for auxiliary power
      unit overhaul in accordance with the Approved Maintenance Program, US$3.
      The foregoing amounts shall be collectively or individually referred to as
      "Reserves."

            3.6.2. Upon submission by Lessee to Lessor of invoices or receipts
      evidencing the performance of a Reserve Task in accordance with the
      provisions hereof, Lessor shall, provided that an Event of Default shall
      not have occurred and be continuing, reimburse Lessee from Reserves
      corresponding to the Reserve Task, but not in an amount to exceed the
      actual invoices or receipts, and not in excess of Reserves actually
      received for the corresponding Reserve Task, and not for repairs arising
      as a result of foreign object damage, an insured occurrence, or
      operational mishandling. Except as expressly set forth below in subsection
      3.6.5, if, on any occasion, Reserves actually received are insufficient to
      pay for the corresponding Reserve Task, the shortfall shall be for the
      account of the Lessee and may not be carried forward or made the subject
      of any further claim for payment.

            3.6.3. [INTENTIONALLY OMITTED]

            3.6.4. Reserves shall be and remain the property of the Lessor until
      disbursed. Except as expressly set forth in Section 3.7 below, all
      undisbursed Reserves, upon Expiry, shall be retained by Lessor as
      additional Rent for the Aircraft. Lessor shall be under no obligation to
      segregate Reserves, and may mingle Reserves with other funds.

            3.6.5. Lessor Contribution for Reserve Tasks. Only for the first
      scheduled overhaul for each Engine during the Term (provided the build
      standard for such Engine overhaul does not exceed 6,000 hours/cycles), for
      the first auxiliary power unit overhaul


                                  Page 10 of 56
<PAGE>

      during the Term, and for the first landing gear overhaul during the Term,
      the Lessor shall reimburse Lessee for a fraction of the cost to Lessee
      for each such Reserve Task, the numerator of which fraction shall be the
      time since such overhaul on the Delivery Date and the denominator of
      which fraction shall be the time since overhaul when such Reserve Task is
      occasioned.

      3.7 Purchase Option. Provided no Default has occurred and is continuing,
the Lessee may purchase (i) the Aircraft, together with (ii) any undisbursed
Reserves less any Lessor contribution for Reserve Tasks pursuant to Section
3.6.5 above (the "Sold Reserves") on the following terms and conditions. The
Lessee may purchase the Aircraft together with the Sold Reserves at the end of
the twenty-fourth month of the Term for a purchase price of US$2,750,000, or at
the end of the thirty-sixth month of the Term for a purchase price of
US$2,450,000. To purchase the Aircraft together with the Sold Reserves at either
time, the Lessee must first provide the Lessor with written notice of its
irrevocable election to purchase no less than ninety days prior to the purchase
date. Any sale shall be "AS-IS," and Lessee shall be responsible for and
indemnify Lessor from any sales or use taxes. Upon such sale, the Lease shall
terminate, and Lessor shall return to Lessee the Security Deposit.

           SECTION 4. Representations, Warranties and Miscellaneous Covenants.

      4.1. The Lessee's Representations and Warranties. The Lessee represents
and warrants as follows:

            4.1.1. Organization and Qualification. The Lessee is a corporation
      duly incorporated in and validly existing under the laws of Kentucky,
      possessing perpetual corporate existence, having the capacity to sue and
      be sued in its own name, has full power, legal right and authority
      (corporate and otherwise) to carry on its business as currently conducted,
      to own and hold under lease its properties and to execute, deliver and
      perform and observe the provisions of this Lease and other Operative
      Documents to which it is a party, and is duly qualified to do business in
      good standing wherever the nature of its business makes such qualification
      necessary.

            4.1.2. Corporate Authorization. The execution, delivery, and
      performance by the Lessee of this Lease and each of the other Operative
      Documents to which it is or will be a party (A) have been duly authorized
      by all necessary corporate action on behalf of the Lessee, (B) do not
      require the consent or approval of the Lessee's stockholders or of any
      trustee or the holders of any indebtedness or obligations of the Lessee
      (except such as have been obtained, and certified copies of which have
      been furnished to the Lessor), (C) [INTENTIONALLY OMITTED], (D) do not
      conflict with or result in any breach of any of the terms or constitute a
      default under any document, instrument, or agreement to which the Lessee
      is a party or is subject or by which it or any of its assets are bound,
      (E) do not contravene the Lessee's charter or by-laws, or any other
      provisions of Lessee's constitutive documents, and (F) do not and will not
      result in the creation or


                                   Page 11 of 56
<PAGE>

      imposition of or oblige Lessee to create any Lien on or over the Aircraft
      other than any Permitted Lien.

            4.1.3. Government Approval. Excepting only requirements covered in
      Section 4.4.6 below, every consent, authorization, and approval required
      by the Lessee to enable it to carry on its business or required by it to
      authorize or in connection with the execution, delivery, legality,
      validity, priority, enforceability, admissibility in evidence, or
      effectiveness of this Lease and the other Operative Documents to which
      Lessee is or will be a party or the performance by it of any of its
      obligations under this Lease and each of the other Operative Documents to
      which it is or will be a party has been duly obtained or made and is in
      full force and effect and there has been no default in observance or
      performance of any of the conditions, restrictions (if any), imposed on or
      in connection with any such consent or approval or sanction. At Delivery,
      the Lessee will have and will thereafter maintain valid all necessary
      certificates and licenses for the operation of (a) its business as an
      airline operating scheduled or charter flights for the carriage of
      passengers and cargo and (b) the Aircraft on such flights; the Lessee is
      not exempt from the obtaining of any such certificates or licenses usually
      required by commercial airline operators.

            4.1.4. Valid and Binding Agreements. This Lease constitutes the
      legal, valid and binding obligations of the Lessee enforceable against the
      Lessee.

            4.1.5. Litigation. There are no unsatisfied judgements against
      Lessee, and there is no pending or, to the best of the Lessee's knowledge,
      threatened action or proceeding affecting the Lessee before any court,
      tribunal, governmental agency or arbitrator which if adversely determined
      would materially adversely affect the financial condition or operations of
      the Lessee or the ability of the Lessee to perform its obligations under
      the Lease.

            4.1.6. Financial Condition. [INTENTIONALLY OMITTED]

            4.1.7. Accuracy and Disclosure of Information. [INTENTIONALLY
      OMITTED]

      4.2. Representations and Warranties of the Lessor and FSBU. The Lessor
and, with respect to Sections 4.2.5, 4.2.6, 4.2.7, and 4.2.9., FSBU, make the
following representations and warranties:

            4.2.1. Due Organization. The Lessor is a national banking
      association duly organized and validly existing in good standing under the
      laws of the United States, and has the power and authority to enter into
      and perform its obligations under this Lease and the Lease Supplement and
      Receipt, and any other documents delivered by lessor in connection
      therewith;


                                  Page 12 of 56
<PAGE>

            4.2.2. Due Authorization; Enforceability. This Lease has been, and
      the Lease Supplement and Receipt, and each other document delivered by
      Lessor in connection herewith to which the Lessor is a party will be, duly
      authorized, executed and delivered by the Lessor, and, assuming due
      authorization, execution and delivery thereof by the other parties hereto
      and thereto, are, or in the case of the Lease Supplement and Receipt will
      be, legal, valid and binding obligations of the Lessor, enforceable
      against Lessor.

            4.2.3. No Violation. The execution and delivery by the Lessor of
      this Lease are not, and the execution and delivery by the Lessor of the
      Lease Supplement and Receipt and each other document to with Lessor is a
      party will not be, and the performance by the Lessor of its obligations
      under each of the foregoing documents will not be, inconsistent with its
      partnership agreement or by-laws, do not and will not contravene any law,
      governmental rule or regulation, judgment or order applicable to it, and
      do not and will not contravene any provision of, or constitute a default
      under, any indenture, mortgage, contract or other instrument to which the
      Lessor is a party or by which it is bound or require the consent or
      approval of, the giving of notice to, the registration with or the taking
      of any action in respect of or by, any Federal, state or local
      governmental authority or agency, except such as have been obtained, given
      or accomplished.

            4.2.4. Ownership of Aircraft. On the Delivery Date, the Lessor shall
      have full legal title to the Aircraft, free and clear of all Liens except
      any Lien which Lessor caused to be placed on the Aircraft as permitted
      pursuant to Section 16 hereof.

            4.2.5. No Consents or Approvals. Neither the execution and delivery
      by Lessor of this Agreement or any other document delivered by it in
      connection herewith nor the consummation of any of the transactions
      contemplated thereby requires the consent or approval of, the giving of
      notice to, or the registration with, any Utah state governmental authority
      or agency or any United States federal governmental authority or agency
      governing the banking or trust powers of FSBU.

            4.2.6. Citizenship. FSBU is a "citizen of the United States" as
      defined in Aviation Law, and Lessor hereby agrees, promptly upon an
      officer in its Corporate Trust Department obtaining actual knowledge of
      its failure to maintain its status as a citizen of the United States, to
      give notice to the Lessee and to resign as owner trustee promptly upon its
      ceasing to be a citizen of the United States.

            4.2.7. Discharge of FSBU Liens. There are no Liens on the Aircraft
      attributable to FSBU and FSBU agrees that it will, in its individual
      capacity and at its own cost and expense, promptly take such action as may
      be necessary to duly discharge and satisfy in full any such Liens.

            4.2.8. Litigation. There are no unsatisfied judgements against
      Lessor, and there is no pending or, to the best of the Lessor's knowledge,
      threatened action or proceeding affecting the Lessor before any court,
      tribunal, governmental agency or arbitrator which


                                  Page 13 of 56
<PAGE>

      if adversely determined would materially adversely affect the financial
      condition or operations of the Lessor or the ability of the Lessor to
      perform its obligations under the Lease.

            4.2.9. FSBU Litigation. There are no pending or, to the actual
      knowledge of an official in FSBU's Corporate Trust Department, threatened
      actions or proceedings before any court or administrative agency to which
      FSBU is a party, or any other actions or proceedings before any court or
      administrative agency which relate to FSBU's banking or trust powers
      which, if determined adversely to FSBU, would materially and adversely
      affect its right, power, and authority to perform its obligations under
      this Agreement or any document delivered by it in accordance herewith.

      4.3. Disclaimer and Acknowledgement of Disclaimer; Waiver of
Consequential Damages.

      THE AIRCRAFT SHALL BE LEASED BY THE LESSOR TO THE LESSEE "AS IS" AND
"WHERE IS," WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE. THE WARRANTIES
AND REPRESENTATIONS SET FORTH IN 4.2 ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR
HAS NOT MADE, SHALL NOT BE CONSIDERED TO HAVE MADE, AND SPECIFICALLY DISCLAIMS
(1) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE
AIRCRAFT, REGARDING CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM
CLAIMS OF INFRINGEMENT OR THE LIKE, FITNESS FOR USE FOR A PARTICULAR PURPOSE,
QUALITY OF MATERIALS OR WORKMANSHIP, OR ABSENCE OF DISCOVERABLE OR
NONDISCOVERABLE DEFECTS; (2) ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WITH RESPECT TO THE AIRCRAFT (INCLUDING ANY IMPLIED WARRANTY ARISING
FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE); AND (3) ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO CONDITIONS
PRECEDENT TO LESSEE'S ACCEPTANCE.

      THE LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL
EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES.

      THE LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY TO THE LESSEE
WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF
LESSOR OR OTHERWISE, AND LESSEE HEREBY DISCLAIMS AND WAIVES ANY RIGHT IT WOULD
OTHERWISE HAVE TO RECOVER FOR (1) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR
ALLEGED TO BE CAUSED DURING THE TERM DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR
BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN; (2) THE USE,
OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING TO IT; OR (3) ANY
CONSEQUENTIAL DAMAGES, INCLUDING THOSE FOR INTERRUPTION OF SERVICE, LOSS OF
BUSINESS OR ANTICIPATED PROFITS, OR FOR CONSEQUENTIAL DAMAGES AS A RESULT OF ANY
BREACH OR ALLEGED BREACH BY THE LESSOR


                                  Page 14 of 56
<PAGE>

OF ANY OF THE AGREEMENTS, REPRESENTATION, OR WARRANTIES OF THE LESSOR CONTAINED
IN THIS LEASE; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL RELIEVE LESSOR OF
ANY RESPONSIBILITY OR LIABILITY TO LESSEE FOR, OR CONSTITUTE A WAIVER BY LESSEE
OF RIGHTS WITH RESPECT TO (a) ANY BREACH BY LESSOR OF THE COVENANT SET FORTH IN
SECTION 4.5 HEREOF, OR (b) LESSOR'S OBLIGATIONS PURSUANT TO SECTIONS 3.6.5 AND
5.5 HEREOF.

      4.4. Lessee's Miscellaneous Covenants.

            4.4.1. Maintenance of Corporate Status; No Merger or Consolidation.
      Lessee will preserve and maintain its corporate existence and such of its
      licenses and franchises in any jurisdiction where failure to obtain such
      licensing or qualification would have a material adverse effect upon
      Lessee. The Lessee shall not consolidate or merge with or into any other
      corporation or sell, convey, transfer, lease or otherwise dispose of,
      whether in one transaction or a series of related transactions, all or
      substantially all of its assets. Lessee shall not (A) voluntarily suspend
      its operations; or (B) voluntarily or involuntarily permit to be revoked,
      canceled or otherwise terminated all or substantially all of the
      franchises, concessions, or permits required for the conduct of business
      and operations of Lessee or the free and continued use and exercise
      thereof.

            4.4.2. Notice of Default or Adverse Occurrence. The Lessee shall
      promptly inform the Lessor of the occurrence of or the existence of a
      Default forthwith upon becoming aware of such Default.

            4.4.3. Maintenance of Consents and Approvals. The Lessee shall
      obtain or cause to be obtained, maintain in full force and effect and
      comply in all material respects with the conditions and restrictions (if
      any) imposed on, or in connection with, every consent, license,
      authorization, approval, filing and registration obtained or effected in
      connection with this Lease and the Operative Documents, or which may from
      time to time be necessary under Applicable Law for the continued due
      performance of all obligations of the Lessee under this Lease, including
      without limitation qualifications to operate the Aircraft in accordance
      with Aviation Law, and under the other Operative Documents. Where it is
      required of Lessee under Applicable Law with respect to this Lease or
      under any Operative Document, consent, approval, sanction, to stamp, file,
      register or attend to any act, matter or thing, Lessee will do so promptly
      and within any applicable prescribed time period in respect thereof.

            4.4.4. Change of Locale. Lessee will promptly advise Lessor of any
      change in its principal place of business or chief executive office if
      there is more than one place of business.

            4.4.5. Financial Information and Reports. The Lessee shall provide
      the Lessor (i) as soon as available and in any event within 120 days after
      the end of each fiscal year


                                  Page 15 of 56
<PAGE>

      of each of the Lessee and the Guarantor, the Lessee's and the Guarantor's
      respective audited annual financial statements in a form consistent with
      generally accepted accounting principles certified as to their correctness
      by independent public auditors, and (ii) within 45 days after the end
      thereof their respective quarterly financial statements certified as to
      their correctness by their respective duly authorized chief financial
      officer, together with a certificate signed by the Lessee's duly
      authorized chief executive officer to the effect that, based upon due
      inquiry and investigation, during such financial quarter no Event of
      Default occurred. The Lessee's fiscal year ends December 31. The
      Guarantor's fiscal year ends December 31.

            4.4.6. Evidence of Legal Authority to Lease and Operate the
      Aircraft. No later than January 31, 1996, the Lessee shall have obtained
      all licenses, permits and approvals required with respect to the Aircraft
      by the Aviation Authority or Applicable Law for the lease of the Aircraft,
      and for the commercial operation thereof by the Lessee, and Lessee shall
      provide Lessor with certified copies of such; provided, however, that if
      Lessee is unable to obtain the requisite approvals by such date despite
      its diligent efforts to do so, such date shall be extended, subject to
      Lessor's consent not to be unreasonably withheld.

      4.5. Lessor's Covenant of Quiet Enjoyment. The Lessor agrees that, so
long as no Event of Default shall have occurred and be continuing, neither the
Lessor, any Lender, the Beneficiaries, nor anyone validly claiming through or
under any of them will take (or fail to take) any action, the taking (or failure
to take) of which causes interference with the Lessee's rights hereunder or its
peaceful and quiet use, operation and possession of the Aircraft under this
Lease. Should such interference occur, Lessor shall promptly eliminate the cause
thereof, upon written notice from Lessee.

           SECTION 5. Operation, Maintenance, Possession

      5.1. Title. Title to the Aircraft shall remain vested in Lessor.

      5.2. Operation. Lessee agrees not to operate the Aircraft unless the
Aircraft is covered by insurance as required by the provisions of Section 10
hereof or contrary to the terms of such insurance. Lessee agrees not to operate
the Aircraft except in a passenger configuration, in commercial or other
operations for which Lessee is duly authorized by the Aviation Authority. Lessee
will not permit the Airframe, an Engine or Appliance to be maintained, used or
operated during the Term in violation of any Applicable Law, or contrary to any
manufacturer's operating manuals or instructions, provided that Lessee will not
knowingly allow passengers or cargo customers to transport illegal drugs on the
Aircraft. Lessee shall pay all costs incurred in the operation of the Aircraft,
including but not limited to flight crews, cabin personnel, fuel, oil,
lubricants, maintenance, insurance, landing and navigation fees, airport
charges, passenger service and any and all other expenses of any kind or nature,
arising directly or indirectly in connection with or related to the use,
movement and operation of the Aircraft by Lessee during the Term. The
obligations of Lessee under this provision shall survive the end of the Term.


                                  Page 16 of 56
<PAGE>

       5.3. Maintenance in General. Lessee, at its own cost and expense (except
as expressly otherwise provided in Sections 3.6.5 and 5.5), shall (i) service,
repair, maintain and overhaul the Airframe, each Engine, and each Appliance so
as to keep the same in as good operating condition as when delivered to Lessee
hereunder, and in such operating condition as may be necessary to enable the
airworthiness certification of the Aircraft to be maintained in good standing at
all times under Aviation Law, and (ii) at a minimum, give the Aircraft the same
level of attention and maintenance as the Lessee affords to the other Boeing
727-200 aircraft in its fleet, including Airworthiness Directive compliance and
level of incorporation, repairs, cleanliness, and correction of items of a
cosmetic nature (such as hail damage), except where the terms of this Lease
dictate other standards (provided, however, that lessee shall not be required to
hushkit the Aircraft); and (iii) maintain the Aircraft in compliance with the
requirements of the Airframe manufacturer's aging aircraft and corrosion control
program document and supplemental inspection document as periodically revised.
Included within the obligation of maintenance and repair is the obligation and
affirmative undertaking by Lessee to replace from time to time all worn or
defective Parts, to the extent required to cause the Aircraft to be in an
airworthy condition in all respects, and covered by an effective commercial
passenger transport category certificate of airworthiness at all times except
during those periods when the Aircraft is undergoing maintenance or repairs as
required by this Lease. The "build standard" applicable to all Engine shop
visits shall be 6,000 hours with regard to both exhaust gas temperature and Life
Limited Components. Excepting only "AOG" situations, selection of a Maintenance
Provider shall be subject to Lessor's prior written approval, such approval not
to be unreasonably withheld. All maintenance (other than routine flight line
maintenance) shall be performed by the manufacturer or the Maintenance Provider
(excepting "AOG" situations) in accordance with the Approved Maintenance
Program. If any significant changes (including without limitation, time limit
changes) shall be made to such Approved Maintenance Program, a copy of such
proposed changes shall be delivered to Lessor for its prior written approval,
such approval not to be unreasonably withheld, before such change is submitted
to the Aviation Authority for approval.

      5.4. Parts.

            5.4.1. Unless the Airframe, an Engine or an Appliance has suffered
      an Event of Loss, Lessee, at its own cost and expense, will during the
      Term promptly replace all Parts that may from time to time become worn
      out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair
      or permanently rendered unfit for use for any reason whatsoever. In
      addition, in the ordinary course of maintenance, service, repair, overhaul
      or testing, Lessee may remove any Parts, whether or not worn out, lost,
      stolen, destroyed, seized, confiscated, damaged beyond repair or
      permanently rendered unfit for use, provided that Lessee shall replace
      such Parts as promptly as practicable with replacement Parts. All
      replacement Parts shall be free and clear of all Liens except Permitted
      Liens and shall be in as good operating condition as, and shall have a
      value and utility at least equal to, the Parts replaced assuming such
      replaced Parts were in the condition and repair required to be maintained
      by the terms hereof.


                                  Page 17 of 56
<PAGE>

            5.4.2. All Parts at any time removed from the Airframe, an Engine or
      an Appliance shall remain the property of Lessor and subject to this
      Lease, no matter where located, until such time as such Parts shall be
      replaced by Parts that have been incorporated or installed in or attached
      to such Airframe, Engine, or Appliance and that meet the requirements for
      replacement Parts specified in this Section 5. Immediately upon any
      replacement Part becoming incorporated or installed in or attached to such
      Airframe, Engine, or Appliance, without further act, (i) title to such
      replacement Part shall thereupon vest in Lessor; (ii) such replacement
      Part shall become subject to this Lease and be deemed part of such
      Airframe, Engine, or Appliance, as the case may be, for all purposes
      hereof to the same extent as the Parts originally incorporated or
      installed in or attached to such Airframe or Engine or Appliance; and
      (iii) title to the replaced Part shall thereupon vest in Lessee, free and
      clear of all rights of Lessor and shall no longer be deemed a Part
      hereunder.

      5.5. Airworthiness Directives. Except as expressly provided below, Lessee
agrees to comply with all Airworthiness Directives which become due during the
Term. All Airworthiness Directives shall be accomplished in strict compliance
with all issuing agency's specific instructions. Lessee shall comply with all
Airworthiness Directives at its sole cost and expense up to US$25,000 per any
one Airworthiness Directive, In the event that the cost of incorporating any
terminating Airworthiness Directive (including parts, labor, and materials, but
excluding any profit to Lessee) exceeds US$25,000 per any one Airworthiness
Directive, the amount of the excess to be borne by the Lessor shall be
calculated in accordance with the following formula:

                             1 -  ((N-M)/T) x (C-25,000)

where "N" equals the total duration of the Term in months; "M" represents the
month of the Term in which the modification is completed; "C" represents the
total actual cost of labor, parts, and materials for the modification; and "T"
equals the actual useful life of the modification in months, not to extend
beyond December 31,1999. If the Lessee's cost of complying with any one
Airworthiness Directive that must be accomplished during the Term exceeds One
Hundred Thousand Dollars (US$100,000) in any individual case, then Lessee may,
by written notice to Lessor, elect not to pay any portion of the cost of
complying with such Airworthiness Directive costing in excess of US$100,000, in
which event Lessor shall have the right to comply with the Airworthiness
Directive at its own expense, or by written notice to the Lessee within 15 days
following receipt of such notice from Lessee, may advise Lessee that Lessor
shall not perform such Airworthiness Directive (the "Excepted AD"), in which
case the Lease shall terminate, effective upon the earlier of the end of the
Term or the final compliance date for the Excepted AD, whereupon the Lessee
shall return the Aircraft to the Lessor in accordance with the provisions of
Section 6 hereof, excepting only (i) the Excepted AD, and (ii) the C Check
required by Section 6.5.1.


                                  Page 18 of 56
<PAGE>

      5.6. Service Bulletins. Lessee agrees, at its sole cost and expense, to
incorporate into the Aircraft all those Airframe, Engine, and Appliance
manufacturer and other vendor service bulletins which Lessee adopts and
incorporates during the Term on the rest of the B727-200 aircraft in its fleet.
The Aircraft, with respect to the rest of the B727-200 aircraft in Lessee's
fleet, shall not be discriminated against in service bulletin compliance or
other maintenance matters.

      5.7. Modifications.

            5.7.1. Lessee, at its own expense, shall make such alterations and
      modifications in and additions to the Airframe or any Engine or Appliance
      as may be required to be made from time to time by Aviation Law during the
      Term regardless upon whom such requirements are, by their terms, nominally
      imposed, including, without limitation, any modifications required to
      enable the Aircraft to comply with environmental, noise, air pollution,
      and other standards ("Required Modifications"); provided, however, that
      Lessee shall not be required to hushkit the Aircraft.

            5.7.2. Lessee shall not, without Lessor's prior written consent,
      make any major modifications, alterations or additions (collectively,
      "Optional Modifications") to the Aircraft. For purposes of this Section 5,
      the term Optional Modifications shall include, but shall not be limited
      to, (i) changes to the Aircraft structure or performance, (ii) changes
      which could adversely affect spare parts, interchangeability or
      replaceability, and shall exclude Required Modifications.

            5.7.3. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO
      OPTIONAL MODIFICATION SHALL BE MADE WHICH HAS THE EFFECT OF DECREASING THE
      UTILITY OR VALUE OF THE AIRCRAFT OR ADVERSELY AFFECTS ITS AIRWORTHINESS OR
      USE FOR TRANSPORTING PASSENGERS IN COMMERCIAL SERVICE.

            5.7.4. All Optional Modifications, except as otherwise provided
      herein, shall be accomplished by Lessee at its own expense. Lessee shall
      provide advance copies of all drawings and data to be used by Lessee in
      accomplishing such Optional Modifications for Lessor's approval prior to
      such work. In the event Lessor does not consent to certain Optional
      Modifications to the Aircraft desired by Lessee, Lessor may give its
      qualified consent in writing to Lessee to accomplish such modifications
      which are unacceptable to Lessor on the condition that Lessee agrees to
      remove all such unacceptable modifications accomplished by Lessee and to
      reconstruct the modified areas to their original configuration in a good
      and workmanlike manner prior to return of the Aircraft to Lessor. In the
      event of Lessor's granting such qualified consent in writing, Lessee
      shall, at Lessee's sole expense, accomplish all such Optional
      Modifications, removal of such modifications and required reconstruction
      necessary to return the Aircraft to Lessor in its original configuration
      at the end of the Term. Lessor hereby consents to the following Optional
      Modifications, and agrees that such Optional Modifications may be


                                  Page 19 of 56
<PAGE>

       removed from the Aircraft on the Return Date: (1) a global positioning
       system, provided that wiring therefor shall become an accession to the
       Aircraft owned by Lessor; (2) overwater emergency equipment supplied by
       Lessee; (3) an HF radio system supplied by Lessee; and (4) ACARS
       supplied by Lessee.

       5.8. Reports. Lessee shall furnish to Lessor the following reports on a
monthly basis: (i) the hours and cycles operated by the Airframe; and (ii) the
hours and cycles operated by each of the Engines (noting their location). Lessee
shall furnish to Lessor the following reports on a quarterly basis: (iii)
scheduled and unscheduled Engine and Appliance changes; (iv) damage reports; (v)
a list of those service bulletins, Airworthiness Directives and engineering
modifications issued during such quarter and applicable to the Aircraft, whether
or not incorporated on the Aircraft; (vi) copies of any written communications
with manufacturers with respect to defects or malfunctions of the Aircraft or
such other matters; and (vii) C Check, D Check, and Engine shop visit scheduled
dates. In addition, Lessee shall notify Lessor of all accidents, cases of
significant theft or vandalism, extended periods of Aircraft grounding for
cause, and insured occurrences as promptly as practicable.

       5.9. Right to Inspect. Lessor and its agents shall have the right to
inspect the Aircraft or the Aircraft Documents at any reasonable time, upon
giving Lessee reasonable notice, to ascertain the condition of the Aircraft and
to satisfy Lessor that the Aircraft is being properly repaired and maintained in
accordance with the requirements of this Lease. No such inspection shall
interfere with Lessee's business or operations. The cost of the inspection or
survey shall be paid by Lessee if the Aircraft, or any part thereof, is not in
the condition required by this Lease, but shall otherwise be paid by the Lessor.
All repairs which shall be shown by the inspection or survey to be required
shall be made at Lessee's expense in accordance with the Approved Maintenance
Program. All required repairs shall be performed as soon as practicable after
such inspection. In the event of a dispute between Lessor and Lessee as to the
proper performance by Lessee of the repairs required hereunder, the decision of
the manufacturer of the Airframe, Engines, Appliances, or Part(s) (as
applicable) shall control. Lessor shall have no duty to make any such inspection
and shall not incur any liability or obligation by reason of not making such
inspection.

       5.10. Damage and Repairs. All damage to the Aircraft shall be documented
and any repair to the Aircraft shall be documented and accomplished pursuant to
the applicable manufacturer's structural repair manual instructions and (where
applicable) the Approved Maintenance Program. Such repairs shall be permanent.
Repairs to the skin of the Aircraft shall be flush and not merely patched,
unless otherwise permitted or provided in the Airframe manufacturer structural
repair manual; provided that any such permitted patch shall be permanent and not
temporary. Lessee shall notify Lessor and the manufacturer of any repair to the
structure or skin of the Aircraft or any other repair costing in excess of One
Hundred Thousand Dollars (US$ 100,000) promptly after its being made; provided,
however, that Lessor shall have no liability to Lessee or third parties with
regard to such repair or the quality thereof and Lessee shall indemnify and hold
Lessor harmless with regard thereto. All technical and engineering data,
calculations, drawings, and documentation covering major repairs shall become


                                  Page 20 of 56
<PAGE>

a permanent part of the Aircraft Documents. Any disagreement between Lessor and
Lessee as to what constitutes a "major" repair or a "permanent" repair shall be
referred to the applicable manufacturer and the Aviation Authority.

       5.11. Aircraft Documents. Lessee, at its expense, will at all times
maintain and preserve all flight records, maintenance records, historical
records, modification records, overhaul records, manuals, logbooks,
authorizations, drawings and data required by the Airframe, Engine, Appliance,
or any Part manufacturer, or required from time to time by the Aviation
Authority with respect to the Aircraft, including without limitation shop
records detailing service checks, inspections, tests, repairs, or overhauls. All
documentation of any type referred to in the preceding sentence is herein
individually and collectively referred to as the "Aircraft Documents." Records
produced by electronic data processing or other automated means are not
acceptable, except as summary documents accompanied by original, or manual,
records, unless specifically approved by the Lessor in writing. Aircraft
Documents pertaining to maintenance shall contain verification of accomplishment
and quality assurance by actual identifiable signature. All Aircraft Documents
shall be the property of the Lessor. All Aircraft Documents shall be stored by
Lessee during the Term at a secure facility, and Lessee shall notify Lessor in
writing of the location of such facility. All Aircraft Documents will be at all
times kept current and up to date in order to facilitate Lessor's ability to
inspect periodically the Aircraft, monitor the maintenance of the Aircraft
during the Term and to facilitate the sale or re-lease of the Aircraft to a
third party at the end of the Term. The Lessee shall retain a revision service
for all Airframe, Engine, Appliance and Part manufacturer's manuals and
documentation, and the Aircraft Documents shall at all times contain the latest
issued revisions and reflect the current configuration and status of the
Airframe, Engines, Appliances, and Parts.

            5.11.1. Airworthiness Directives. Lessee shall include within the
      Aircraft Documents all documentation necessary to establish the source
      data, method of compliance, verification of accomplishment, quality
      assurance, and all schedules of recurring action of any Airworthiness
      Directive.

            5.11.2. Life Limited Components. AIRCRAFT DOCUMENTS FOR LIFE LIMITED
      COMPONENTS INSTALLED DURING THE TERM SHALL ESTABLISH TOTAL SERVICE,
      ORIGIN, AND AUTHENTICITY; SHALL BE "BACK-TO-BIRTH" WITH RESPECT TO ENGINE
      LIFE-LIMITED PARTS AND BACK TO LAST OVERHAUL WITH RESPECT TO OTHER
      LIFE-LIMITED COMPONENTS; AND SHALL ESTABLISH STRICT COMPLIANCE WITH THE
      AIRCRAFT AVIATION AUTHORITY TYPE DATA SHEET AND WITH THE APPROVED
      MAINTENANCE PROGRAM.

            5.11.3. Damage and Repairs. All damage to the Aircraft, whether
      repaired or not, and all repairs to the Aircraft shall be documented in
      strict accordance with the manufacturer's structural repair manual.


                                  Page 21 of 56
<PAGE>

       5.12. Possession. The Lessee will not, without the prior written consent
of the Lessor, which may be withheld in the sole and absolute discretion of
Lessor, assign any of its rights or obligations under this Lease or sublease or
otherwise in any manner deliver, transfer or relinquish possession or control
of, or transfer any right, title or interest in, the Airframe, any Engine,
Appliance or Part (whether through pooling or interchange agreements or
otherwise) or install any Engine or Appliance, or permit any Engine or Appliance
to be installed, on any airframe other than the Airframe, provided that the
Lessee may, without the prior written consent of the Lessor:

             5.12.1. deliver temporary possession and control of the Airframe,
       an Engine, and Appliance or Part to the manufacturer or Maintenance
       Provider thereof for testing, service, maintenance, overhaul or repair
       or, to the extent permitted by this Section 5, for modifications or
       additions;

             5.12.2. install an Engine or Appliance on an airframe owned by the
       Lessee free and clear of all Liens except Permitted Liens;

             5.12.3. install an Engine or Appliance on an airframe leased to the
       Lessee or owned by the Lessee and subject to a security agreement under
       which the Lessee is the debtor, provided that (A) such airframe is free
       and clear of all Liens except the rights of the parties to such lease or
       security agreement and except Permitted Liens, and (B) such lessor or
       secured party agrees in writing that it shall not acquire any right,
       title or interest in such Engine or Appliance;

             5.12.4. in the ordinary course of testing, servicing, maintenance,
       repair or overhaul, remove any Part from the Airframe, an Engine, or an
       Appliance, provided that the Lessee replaces such Part as promptly as
       possible with a Part which has a value and utility at least equal to the
       Part being replaced and is owned by the Lessee free and clear of all
       Liens except Permitted Liens; and any such replacement Part shall thereby
       become subject to this Lease without necessity of further act; provided,
       however, that any Part removed from the Airframe, an Engine, or an
       Appliance for such purpose shall remain subject to this Lease until
       replaced by a replacement Part as provided in this clause;

             5.12.5. enter into a wet lease (defined as a lease of the Aircraft
       and flight crew, during which Lessee maintains exclusive operational
       control of the Aircraft and during which lease Lessee continues to
       maintain the Aircraft in accordance with Lessee's Approved Maintenance
       Program) for the Aircraft with any third party provided, however, that
       the term of such wet lease shall not extend beyond the end of the Term;
       and

             5.12.6. enter into a sublease of the Aircraft with a certificated
       United States airline provided (i) the Lessee shall provide not less than
       thirty days prior written notice to the Lessor; (ii) no Default or Event
       of Default shall have occurred and be continuing; (iii) the term of any
       such sublease shall not exceed the Term of this Lease; (iv) the


                                  Page 22 of 56
<PAGE>

       aircraft maintenance procedures of any sublessee shall be equivalent to
       those of the Lessee; (v) the Lessee shall assign any such sublease to the
       Lessor as security for Lessee's obligations under this Lease, provided
       that so long as no Event of Default shall have occurred and be
       continuing, (A) the Lessee, to the exclusion of the Lessor, may (in the
       name of the Lessor or otherwise) exercise all rights and powers, and have
       all benefits, of the sublessor under any such sublease, including,
       without limitation, the right to collect and retain for the Lessee's own
       account all rent and other payments due from the sublessee thereunder,
       and (B) Lessor shall not, without the prior written consent of Lessee,
       amend, modify or terminate such sublease; (vi) any sublessee shall be
       solvent and not seeking protection from its creditors; (vii) any
       sublessee shall covenant not to sublease or part with possession of the
       Aircraft other than for maintenance, required modifications, or repairs
       to comply with this Lease; (viii) any sublessee shall agree in writing
       that such sublease shall be subordinate to this Lease and all terms
       hereof, and shall terminate if this Lease shall terminate; and (ix) the
       Lessee shall pay Lessor's reasonable expenses, including attorney fees,
       in connection with any such sublease.

No transfer of possession or control or other right afforded the Lessee pursuant
to this Section 5 shall in any manner affect any of the obligations of the
Lessee under this Lease or under the other Operative Documents, which
obligations shall remain primary and shall continue to the same extent as in the
absence of such transfer or other right. In the event that the Lessor shall have
received a written agreement or existing security agreement or lease complying
with the terms of clause 5.12.3, the Lessor hereby agrees for the benefit of the
lessor or secured party furnishing such agreement that the Lessor will not
acquire or claim, as against such lessor or secured party, any right, title or
interest in any engine owned by such lessor or in which such secured party has a
security interest by reason of such engine being installed on the Airframe.

       5.13. Insignia. [INTENTIONALLY OMITTED]

             SECTION 6. Return of the Aircraft.

       6.1. Return. Subject to the provisions of Sections 3.7 and 5.5 above,
Section 9 below, and subject to any qualifications as may be set forth in a
Schedule 3 signed by both parties and attached to the executed Lease Supplement
and Receipt, on the last day of the Term or earlier Expiry (the "Return Date"),
all of the terms of this Section 6 shall apply and the Lessee shall return the
Aircraft to the Lessor by delivering the same, at the Lessee's own risk and
expense, to Marana, Arizona, or such other place as may be mutually agreed upon
in writing by the Lessor and Lessee (the "Return Location"), fully equipped with
all Engines installed thereon. The Aircraft at the time of its return shall be
in the condition set forth in this Section 6 and shall be free and clear of all
Liens other than Lessor Liens; provided, however that if on the Return Date the
Aircraft is not in Lessee's possession as a result of a breach by Lessor of the
covenant set forth in Section 4.5 hereof, the aircraft shall be deemed
redelivered to Lessor wherever then located and any taxes or other costs and
expenses associated with delivery at such location shall be for the account of
Lessor. At the time of acceptance of return of the Aircraft to Lessor,


                                  Page 23 of 56
<PAGE>

Lessor and Lessee shall execute an Aircraft Return Receipt and Lease Termination
in the form attached hereto as Exhibit B.

       6.2. Lease Continues, In the event, for any cause, Lessee does not return
the Aircraft to Lessor on the last day of the Term or earlier Expiry in the
condition required hereunder, then all of the obligations of Lessee under this
Lease shall continue and such continued use shall not be considered a renewal of
the Term of this Lease or a waiver of any right of Lessee hereunder. During such
continued use, Rent shall continue to be paid by Lessee to Lessor and the other
performance and obligations of Lessee to Lessor shall continue hereunder and the
same shall be prorated at the rate of one thirtieth (1/30) of the monthly
installment of Basic Rent for each day until the Aircraft is actually delivered
to Lessor, and all other terms and conditions of this Lease shall remain in full
force and effect. Payment shall be made within five (5) Business Days after
presentation of Lessor's invoice and any failure to pay shall constitute an
Event of Default of Lessee.

       6.3. Return of Engines and Appliances. In the event any engine or
appliance not owned by Lessor shall be returned with the Airframe, Lessee will,
at its own expense and concurrently with such return, furnish Lessor with a full
warranty bill of sale, in form and substance satisfactory to Lessor, with
respect to each such replacement engine or appliance and shall take such other
action as Lessor may reasonably request in order that such replacement engine or
appliance shall be duly and properly titled in Lessor. Upon passage of title to
Lessor such replacement engine or appliance shall be deemed to be an Engine or
Appliance for all purposes hereof and thereupon Lessor will transfer by bill of
sale to Lessee, without recourse or warranty except a warranty against Lessor's
Liens, all of Lessor's right, title and interest in and to an Engine or
Appliance not installed on such Airframe at the time of the return thereof.
Provided, however, that any replacement engine or appliance shall, in the
opinion of the Lessor, have a value and utility at least equal to (and be in as
good operating condition as) such Engine or Appliance replaced, assuming
compliance by the Lessee with all of the terms of this Lease with respect to
such Engine or Appliance.

       6.4. Condition of Aircraft. The Aircraft at the time of its return to
Lessor shall have been maintained and repaired in accordance with the Approved
-Maintenance Program and this Lease with the same care and consideration for the
technical condition of the Aircraft as if it were to have been kept in continued
regular service by the Lessee, and shall meet the following requirements:

             6.4.1. Operating Condition. The Aircraft shall be in as good
       operating condition as on the Delivery Date, with all of the Aircraft
       Engines, Appliances, Parts, equipment, components, and systems
       functioning in accordance with their intended use irrespective of
       deviations or variations authorized by the minimum equipment list or
       configuration deviation list.


                                  Page 24 of 56
<PAGE>

Lessor and Lessee shall execute an Aircraft Return Receipt and Lease Termination
in the form attached hereto as Exhibit B.

       6.2. Lease Continues, In the event, for any cause, Lessee does not return
the Aircraft to Lessor on the last day of the Term or earlier Expiry in the
condition required hereunder, then all of the obligations of Lessee under this
Lease shall continue and such continued use shall not be considered a renewal of
the Term of this Lease or a waiver of any right of Lessee hereunder. During such
continued use, Rent shall continue to be paid by Lessee to Lessor and the other
performance and obligations of Lessee to Lessor shall continue hereunder and the
same shall be prorated at the rate of one thirtieth (1/30) of the monthly
installment of Basic Rent for each day until the Aircraft is actually delivered
to Lessor, and all other terms and conditions of this Lease shall remain in full
force and effect. Payment shall be made within five (5) Business Days after
presentation of Lessor's invoice and any failure to pay shall constitute an
Event of Default of Lessee.

       6.3. Return of Engines and Appliances. In the event any engine or
appliance not owned by Lessor shall be returned with the Airframe, Lessee will,
at its own expense and concurrently with such return, furnish Lessor with a full
warranty bill of sale, in form and substance satisfactory to Lessor, with
respect to each such replacement engine or appliance and shall take such other
action as Lessor may reasonably request in order that such replacement engine or
appliance shall be duly and properly titled in Lessor. Upon passage of title to
Lessor such replacement engine or appliance shall be deemed to be an Engine or
Appliance for all purposes hereof and thereupon Lessor will transfer by bill of
sale to Lessee, without recourse or warranty except a warranty against Lessor's
Liens, all of Lessor's right, title and interest in and to an Engine or
Appliance not installed on such Airframe at the time of the return thereof.
Provided, however, that any replacement engine or appliance shall, in the
opinion of the Lessor, have a value and utility at least equal to (and be in as
good operating condition as) such Engine or Appliance replaced, assuming
compliance by the Lessee with all of the terms of this Lease with respect to
such Engine or Appliance.

       6.4. Condition of Aircraft. The Aircraft at the time of its return to
Lessor shall have been maintained and repaired in accordance with the Approved
Maintenance Program and this Lease with the same care and consideration for the
technical condition of the Aircraft as if it were to have been kept in continued
regular service by the Lessee, and shall meet the following requirements:

             6.4.1. Operating Condition. The Aircraft shall be in as good
       operating condition as on the Delivery Date, with all of the Aircraft
       Engines, Appliances, Parts, equipment, components, and systems
       functioning in accordance with their intended use irrespective of
       deviations or variations authorized by the minimum equipment list or
       configuration deviation list.


                                  Page 24 of 56
<PAGE>

       6.4.2. Cleanliness Standards. The Aircraft shall be clean by commercial
airline standards and shall have received an exterior and an interior deep
cleaning since its last commercial flight.

       6.4.3. Certificate of Airworthiness. The Aircraft shall have, and be in
compliance with (except to the extent that the provisions of Section 5.5 above
pertain) a legal and valid transport-category certificate of airworthiness for
commercial passenger operations issued by the Aviation Authority, and shall be
airworthy according to manufacturer's specifications and Aviation Authority
regulations; provided, however, the Lessee shall not be required to hushkit the
Aircraft.

       6.4.4. Compliance with Governmental Requirements. Subject only to the
provisions of Section 5.5 above, the Aircraft shall be in compliance with all
Airworthiness Directives affecting the Aircraft which have an effective date for
compliance within the Term. In the event Lessee has obtained a waiver or
deviation from the Aviation Authority from having to comply with any such
Airworthiness Directives, Lessee shall, irrespective of such waiver or
deviation, fully comply with all such Airworthiness Directives covered by such
waiver or deviation prior to the return of the Aircraft to Lessor as if such
waiver or deviation did not exist.

       6.4.5. Deferred Maintenance. The Aircraft shall have had accomplished
thereon all outstanding deferred maintenance items, carry-over items,
configuration deviation list items and flight discrepancies. Items deferred
because of maintenance concessions (i.e., an exemption to operate beyond the
normal limits by monitoring) shall be brought up-to-date as if such maintenance
concessions or exemptions did not exist. Components whose time status exceeds
the conditions or requirements imposed by this Lease shall be brought into
compliance with such conditions or requirements.

       6.4.6. Corrosion Treatment. The Aircraft shall have been maintained by
cleaning and treating of all mild corrosion and correcting of all moderate and
severe or exfoliated corrosion in accordance with the manufacturer's recommended
corrosion prevention and control procedures and the Approved Maintenance
Program. Fuel tanks shall be free from contamination and corrosion and in
compliance with an approved tank treatment program.

       6.4.7. Configuration and Condition. The Aircraft shall be returned in the
same configuration and condition with all Parts installed therein as on the
Delivery Date, excepting only modifications, additions, replacements and
substitution of Parts as may have been properly made by Lessee pursuant to
Section 5 and parts permitted to be removed pursuant to Section 5.7.4. Lessee
shall, prior to such return of the Aircraft, furnish Lessor a listing of all
such modifications, additions, or replacements made during the Term. Lessee
shall provide Lessor with all supporting paperwork, drawings, calculations and
approvals associated with all repairs and modifications to the Aircraft.


                                  Page 25 of 56
<PAGE>

       6.5. Condition of Airframe. The Airframe at the time of its return to
Lessor shall meet the requirements as set forth below, all at Lessee's expense,
except as otherwise provided herein:

             6.5.1. C Check. The Airframe shall be zero (0) hours out of a C
       Check immediately prior to its flight to the Return Location which C
       Check shall include a corrosion inspection and clean-up under galleys,
       forward and aft cargo pit areas and lavatories. Lessee will correct any
       deficiencies revealed during such check and all deferred maintenance
       items.

             6.5.2. D Check. [INTENTIONALLY OMITTED]

             6.5.3. Parts. All Parts installed in the Aircraft shall be
       serviceable in accordance with Aviation Authority standards and have a
       value, modification status and condition equivalent to the Parts in the
       Aircraft on the Delivery Date, ordinary wear and tear excepted.

             6.5.4. Fuselage. Windows and Doors. The fuselage shall be free of
       major dents and abrasions, scab patches and loose or pulled or missing
       rivets. Paint will be touched up. Windows shall be free of delamination,
       blemishes, crazing and shall be properly sealed. Doors shall be free
       moving, correctly rigged and be fitted with serviceable seals.

             6.5.5. Wings and Empennage. All leading edges shall be free from
       damage. All paint shall be touched up. Wings shall be free of fuel leaks.

             6.5.6. Interior. Ceilings, sidewalls and bulkhead panels shall be
       clean and free of cracks and stains. All floor panels shall be firm. All
       window shades shall operate properly and be undamaged. All carpets and
       seat covers shall be in good condition, clean and stain free and meet all
       Aviation Authority fire resistance regulations. All seats shall be
       serviceable, in good condition and repainted as necessary. Recline
       mechanism and table operation shall be satisfactory, and table condition
       level, tight, and undamaged. All signs and decals shall be in the English
       language, clean and legible. All emergency equipment having a calendar
       life shall have a minimum of one year or one hundred per cent of its
       total approved life whichever is less, remaining.

             6.5.7. Cockpit. All decals shall be in the English language, clean,
       secure and legible. All fairing panels shall be free of stains and
       cracks, shall be clean, secure and repainted as necessary. Floor
       coverings shall be clean and effectively sealed, and painted as
       necessary. Seat covers shall be in good condition, clean and shall
       conform to all Aviation Authority fire resistance regulations. Seats
       shall be fully serviceable and shall be repainted as necessary. Wear
       areas will be painted or refurbished as necessary.

             6.5.8. Cargo Compartment. All panels and nets shall be in good
       condition.


                                  Page 26 of 56
<PAGE>

       6.6. Condition of Landing Gear. Each main and nose landing gear component
and each associated actuator and Part shall be clean, free of leaks and repaired
as necessary. All decals shall be in the English language, clean, secure, and
legible.

       6.7. Condition of Auxiliary Power Unit ("APU"). Lessee will return the
Aircraft's installed APU in serviceable condition, in accordance with the
manufacturer's specifications. Any operational discrepancies of the APU shall be
corrected at Lessee's expense prior to the return of the Aircraft to Lessor.

       6.8. Condition of Engines. Each Engine shall meet both the Engine
manufacturer specifications and the Approved Maintenance Program parameters for
acceptable exhaust gas temperature margin, engine pressure ratio, and fuel flow
at maximum certificated rated thrust.

       6.9. Historical Records; Trend Monitoring Data. If the Engine historical
and maintenance records and/or trend monitoring data indicate a rate of
acceleration in performance deterioration of any installed Engine which is
higher than normal based on Lessee's maintenance experience in operating such
Engines, or if an Engine is "on watch," Lessee shall, prior to the Aircraft's
return, correct or cause to be corrected such conditions which are determined to
exceed the Engine manufacturer's maintenance manual tolerances or otherwise be
causing such performance deteriorations or "on watch" condition.

       6.10. Inspections. The following inspections shall be conducted utilizing
the standards and specifications of the applicable manufacturer maintenance
manual for the Airframe, Engines, Appliances, and component Parts thereof. Any
item or discrepancy noted during the inspections that is found to be
non-compliant with the tolerances and conditions of the applicable manufacturer
maintenance manual shall be classified as a condition of non-airworthiness and
shall be corrected or rectified by Lessee prior to return of the Aircraft.

             6.10.1. The Aircraft (including the Aircraft Documents) shall be
       made available to Lessor for ground inspection by Lessor at Lessee's
       facilities where and while the C Check required by this Section 6 is
       being performed. Lessee shall open the areas of the Aircraft, including
       without limitation galleys, lavatories, and cargo pits, as determined by
       Lessor, and shall allow Lessor to accomplish its inspection in order to
       determine that the Aircraft (including the Aircraft Documents) is in the
       condition required by the provisions of this Section 6.

             6.10.2. A full, videotaped borescope inspection of all Engine and
       APU sections in accordance with manufacturer specifications (including
       manufacturer service bulletins) shall be performed under the surveillance
       of Lessor at Lessee's expense at the time of the Aircraft's return to
       Lessor at the Return Location.

             6.10.3. Lessee shall conduct an operational ground check in
       accordance with the requirements of the Approved Maintenance Program.


                                  Page 27 of 56
<PAGE>

             6.10.4. The Aircraft shall be test flown by Lessee at Lessee's
       expense for not less than two (2) hours on a non-commercial flight, for
       the purpose of demonstrating to Lessor the airworthiness of the Aircraft
       and the proper functioning of all systems, equipment, and Appliances.
       Five (5) of Lessor's employees or representatives (or more if consented
       to by Lessee) may participate in such flight as observers. Lessee's pilot
       shall be in command of the Aircraft. Such flight shall be flown using
       standard operational check flight procedures as specified by the Airframe
       manufacturer's flight functional acceptance procedure or operational test
       flight procedures to demonstrate full certificated performance without
       limitation.

       6.11. Acceptance. Upon completion of the foregoing inspections and after
Lessee has corrected the discrepancies as required to comply with this Section
6, the return of the Aircraft shall be accepted by Lessor's representatives at
the Return Location. At the time of acceptance of return of the Aircraft to
Lessor, Lessor and Lessee shall execute an Aircraft Return Receipt and Lease
Termination in the form attached hereto as Exhibit B.

       6.12. Discrepancy Correction; Financial Settlement. Any discrepancies
found during the inspections set forth in Section 6.10 above which are not
corrected by Lessee prior to return of the Aircraft to Lessor may be corrected
by Lessor or its designee after return of the Aircraft and Lessee shall
reimburse Lessor for all costs and expenses incurred by Lessor or its designee
for accomplishing such discrepancy corrections. Lessee shall pay Lessor for all
such costs and expenses incurred within ten (10) days after presentation of
Lessor's invoice therefor. Any late payments shall be subject to interest at the
Overdue Payment Rate. In the event that the time since overhaul or check for the
Airframe, any Engine, Appliance or component Part thereof on the Return Date is
greater than set forth above, Lessee shall pay Lessor a financial settlement to
account for the difference based upon (1) the then current interval between such
overhaul, check, or inspection prescribed by Lessee's Approved Maintenance
Program and (2) the then current cost to perform such overhaul or check
established by averaging the cost estimates for such overhaul or check by three
Aviation Authority-certified repair stations selected by Lessee and reasonably
acceptable to Lessor. Lessor shall not be obligated to compensate Lessee in the
event that the Aircraft is in better condition on the Return Date than required
hereunder.

       6.13. Aircraft Documents. Lessee shall return to Lessor, at the time the
Aircraft is returned to Lessor, all of the Aircraft Documents, updated and
maintained by Lessee through the date of return of the Aircraft. In the event of
missing, incomplete, mutilated, or otherwise unacceptable Aircraft Documents,
the Lessee shall, at its sole cost and expense, re-accomplish the tasks
necessary to produce such Aircraft Documents in accordance with the provisions
of Section 5.11.

       6.14. Service Bulletin Kits. All vendors' and manufacturers' service
bulletin kits ordered for the Aircraft but not installed therein shall be
returned with the Aircraft, as part of the Aircraft at the time of return, and
shall be loaded by Lessee on board the Aircraft as cargo.


                                  Page 28 of 56
<PAGE>

       6.15. Lessee's Special Exterior Markings. At the time of the return of
the Aircraft, Lessee shall either remove or paint over exterior markings painted
on such Aircraft by Lessee and the area where such markings were removed or
painted over shall be refurbished by Lessee as necessary to blend in with the
surrounding surface. In the event that, notwithstanding Lessee's obligation to
do so, Lessee does not remove such markings, Lessor shall have no obligation to
remove such markings prior to the sale, lease, or other disposition of the
Aircraft by Lessor after its return; however, if Lessor elects to remove such
markings, Lessee shall pay Lessor's costs and expenses for such removal within
ten (10) days after presentation of Lessor's invoice therefor. Any late payments
shall be subject to interest at the Overdue Payment Rate.

       6.16. Disputes. Any dispute between Lessee and Lessor regarding the
condition of the Aircraft arising under this Lease shall be referred to and be
determined by the Airframe, Engine, or Appliance manufacturer, provided this
subsection shall not be construed as requiring binding arbitration. Anything to
the contrary provided in this Section 6, (i) in the event that at the Return
Date Lessee shall not be in possession by reason of a breach by Lessor of the
covenant set forth in Section 4.5 herein, Lessee shall be deemed to be in full
compliance with the conditions set forth in this Section 6, assuming such
Aircraft was in the condition then required at the tune of its removal from
Lessee's possession as a result of such breach; and (ii) Lessee shall not be
required to correct at return conditions existing at delivery and noted in
Schedule 3 to the Lease Supplement and Receipt.

             SECTION 7. Liens. The Lessee will not create or suffer to exist any
Lien upon or with respect to the Aircraft, the Airframe, any Engine or any
Appliance, except for the rights of the Lessor and the Lessee hereunder and
Permitted Liens.

             SECTION 8. Taxes.

       8.1. Tax Indemnity. The Lessee agrees to pay, and to indemnify each
Indemnitee for all taxes, fees, levies, imposts, duties, charges and
withholdings of any nature (together with any and all fines, penalties,
additions to tax and/or interest thereon or computed by reference thereto)
(individually, a "Tax" and collectively, "Taxes") which are imposed by any
government, governmental subdivision or other taxing authority of or in any
jurisdiction, or by any international organization, and which are imposed with
respect to or in connection with any of the following:

             8.1.1. The  Aircraft  or any  Engine  or any part  thereof  or any
       interest therein;

             8.1.2. The acceptance, possession, ownership, delivery, use,
       operation, location, leasing, subleasing, condition, maintenance, repair,
       modification, overhaul, testing, storage, abandonment, repossession, or
       return of the Aircraft or any Engine or any part thereof or any interest
       therein;

             8.1.3. The rentals, receipts or earnings arising from the Aircraft
       or any Engine or any part thereof or any interest therein;


                                  Page 29 of 56
<PAGE>

             8.1.4. This Lease or any other Operative Document; any agreement
       or instrument executed in connection with or pursuant to any of the
       foregoing; any future amendment, supplement, waiver or consent requested
       by Lessee with respect to any thereof, or the execution, delivery,
       recording or performance of any thereof; or

             8.1.5. Any payment made pursuant to this Lease or any other
       Operative Document;

provided, however, that the Lessee shall not be required by this paragraph (a)
to indemnify an Indemnitee for any of the following:

             8.1.6. Taxes in respect of net or gross income, profits, gains,
       capital or net worth imposed by the United States or any state or local
       governments therein;

             8.1.7. Taxes which would not have arisen but for delay or failure
       by an Indemnitee in notifying the Lessee or in the filing of Tax Returns
       or payment of Taxes assessed on such Indemnitee, which delay or failure
       shall not have been consented to, caused by or requested by the Lessee;

             8.1.8. Any Tax to the extent it results directly from any act or
       omission on the part of the Lessor which constitutes a breach by the
       Lessor of its express obligations to the Lessee under this Lease or any
       Operative Document or otherwise constitutes wilful misconduct or gross
       negligence on the part of the Lessor;

             8.1.9. Any Taxes to the extent properly attributable to any time or
       period prior to the date of this Lease or after its Expiry;

             8.1.10. In the event that the Lessor assigns, transfers or
       encumbers in whole or in part its interest in the Aircraft or this Lease
       and/or the proceeds thereof, any Taxes if and to the extent that such
       Taxes exceed those which would have been imposed and in respect of which
       the Lessee would have been liable to indemnify the Lessor under this
       Lease had the Lessor not so assigned, transferred, or encumbered its
       interest;

             8.1.11. Any Taxes which are caused by or arise out of or as a
       consequence of a Lessor Lien;

             8.1.12. Any Taxes in respect of ownership not attributable to
       Lessee's acts or omissions under this Lease; or

             8.1.12. Any Taxes (including, without limitation, sales, value
       added or other transfer Taxes) which arise upon any sale, assignment,
       transfer or other disposition of the Aircraft or any interest therein by
       the Lessor or any other Indemnitee (or any sale, assignment, transfer or
       other disposition by an Indemnitee of any interest in another


                                  Page 30 of 56
<PAGE>

       Indemnitee), save where such sale, assignment, transfer or other
       disposition is caused by or results from an Event of Default.

If the Lessor becomes aware of any Taxes in respect of which the Lessee may be
required to make an indemnity or other payment pursuant to this Section 8.1, the
Lessor shall promptly notify the Lessee in writing accordingly. If reasonably
requested by the Lessee in writing, the Lessor shall, in good faith, diligently
contest (including pursuing all administrative appeals) in the name of the
Lessor or, if appropriate and requested by the Lessee, in the name of the Lessee
(and will permit the Lessee, if requested by the Lessee, to contest in the name
of the Lessee or the Lessor) the validity, applicability or amount of such Taxes
and shall (i) resist payment thereof if reasonably practicable; (ii) pay the
same only under protest, if protest is necessary or proper; and (iii) if payment
is made, seek a refund thereof in appropriate administrative or judicial
proceedings Provided that (aa) prior to any such action the Lessee shall have
agreed to indemnify the Lessor to the Lessor's reasonable satisfaction for all
costs and expenses which the Lessor may incur in connection with such contest,
including (without limitation) all reasonable legal and accountants' fees and
disbursements, and the amount of any interest or penalties which may be payable
as a result of the contest; and (bb) if the Lessor determines in its reasonable
discretion that such contest is to be initiated by the payment of (and the
claiming of a refund for) such Taxes, the Lessee shall have advanced to the
Lessor sufficient funds (on an interest-free basis and, if such advance
constitutes taxable income in the hands of the Lessor, on an after-tax basis) to
make such payment.

If the Lessor shall obtain a refund, rebate, credit or other relief in respect
of all or any part of any Taxes in respect of which the Lessee shall have made
payment pursuant to this Section 8. 1, the Lessor shall, provided no Event of
Default shall have occurred and be continuing, promptly pay to the Lessee an
amount which is equal to the amount of the refund, rebate, credit or other
relief, plus any interest or other addition received on any refund, Provided
always that any such payment by the Lessor shall leave the Lessor in no more and
no less favorable a position that it would have been in had the Lessee not been
required to make any payment in respect of such Taxes.

Lessee will pay all Taxes imposed upon it, or upon its income or profits, or
upon any property belonging to it, prior to the date on which penalties attach
thereto and prior to the date on which any lawful claim, if not paid, would
become a Lien upon any of the material property of Lessee. The Expiry of this
Lease shall not limit or modify the obligations of the Lessee with respect to
any indemnities contained in this Lease.

       8.2. Withholding. If the Lessee is required by Applicable Law to make any
withholding from any amount payable by the Lessee to or for the benefit of an
Indemnitee pursuant to this Lease or any related agreement, then, subject only
to such payee or Indemnitee being a United States person, the Lessee shall (i)
pay such additional amount as may be necessary to make the net amount actually
received by the person entitled to receive the payment, after all withholdings,
equal to the amount such person would have received if no withholding had been
required, and (ii) as soon as practicable thereafter, deliver to the Indemnitee
a receipt or other


                                  Page 31 of 56
<PAGE>

document reasonably satisfactory to the Indemnitee evidencing the withholding
and the payment of the amount withheld to the relevant governmental authority.

             8.2.1. If the Lessor receives the benefit of a Tax repayment,
       set-off, credit, allowance or deduction resulting from a payment which
       includes an additional amount paid by the Lessee under this Section 8.2
       (or the Taxes deducted or withheld from such payment) it shall pay to the
       Lessee a sum equal to the value to the Lessor of such benefit (account
       being taken also of the value to the Lessor of any tax benefit arising by
       reason of such payment) as in the opinion of the Lessor's auditors will
       leave the Lessor (after such payment) in no more and no less favorable a
       position than it would have been if no additional amount had been
       required to be paid Provided always that:

                   8.2.1.1. The Lessor's auditors shall determine in their sole
             discretion (acting in good faith) the amount of any such benefit
             and the date on which it is received;

                   8.2.1.2. The Lessor shall have an absolute discretion as to
             the order and manner in which it claims tax credits, allowances and
             deductions available to it; and

                   8.2.1.3. The Lessor shall not be obliged to disclose to the
             Lessee any information regarding its Tax affairs or Tax
             computations.

If and to the extent that the Lessor makes a payment to the Lessee on account of
a tax benefit and it subsequently transpires that the Lessor did not receive
such benefit, the Lessee shall pay to the Lessor such sum as the Lessor's
auditors may certify as being appropriate to restore the after-tax position of
the Lessor to that which it would have been if such tax benefit had been
received.

       8.3. After-tax Payment. Each indemnity pursuant to Section 15 or this
Section 8 shall be in an amount which, after taking into account all Taxes
required to be paid by the Indemnitee entitled to the indemnity as a result of
the receipt or accrual of the indemnity and any deductions, credits or other
benefits available to such Indemnitee in respect of such indemnity, shall be
equal to the total amount of the indemnity that the Lessee would be required to
pay if the Indemnitee were not subject to Taxes as a result of the receipt or
accrual of the indemnity.

             SECTION 9. Risk of Loss; Event of Loss; Requisition for Use.

       9.1. Risk of Loss. The Lessee will bear the entire risk of destruction,
loss, theft, requisition of title, or use, confiscation, taking or damage of or
to the Aircraft from any cause, except only if arising during any period when
the Aircraft shall not be in Lessee's possession as a result of a breach by
Lessor of the covenant set forth in Section 4.5 hereof, during the period
commencing when the Lease Supplement and Receipt is executed and delivered by
Lessee


                                  Page 32 of 56
<PAGE>

and ending when the Aircraft Return Receipt and Lease Termination is executed
and delivered by Lessor.

       9.2. Airframe Event of Loss. If an Event of Loss shall occur with respect
to the Airframe, the Lessee will forthwith notify the Lessor thereof in writing
and will pay to the Lessor, in U.S. Dollars and in immediately available funds
(i) 60 days after the date of the occurrence of such Event of Loss, or (ii) the
date of receipt of insurance proceeds, whichever is earlier, an amount equal to
the Stipulated Loss Value of the Aircraft; provided, however, that if the date
such payment is made by the Lessee is not a Rent Payment Date, there shall be
deducted from the amount payable by the Lessee an amount equal to a pro rata
portion of the Basic Rent for the Aircraft computed on a daily basis from and
including the date such payment is made by the Lessee to but not including the
Rent Payment Date immediately following the date such payment is made by the
Lessee. In addition, the Lessee will pay in full when due, but without
duplication, the Basic Rent for the Aircraft payable on each Rent Payment Date
occurring prior to the date payment is made by the Lessee pursuant to the
immediately preceding sentence hereof. Upon payment in full by the Lessee of all
amounts referred to above in this Section 9.2, this Lease shall terminate and
the Lessor will transfer to Lessee or its insurers, as appropriate, title to the
Airframe and each Engine, without any recourse, representation or warranty on
the part of the Lessor except that the Airframe and Engines are free and clear
of Lessor Liens.

       9.3. Engine Event of Loss. If an Event of Loss shall occur with respect
to an Engine when not installed on the Airframe, the Lessee will forthwith
notify the Lessor thereof in writing and will, as soon as reasonably practicable
after the occurrence of such Event of Loss, duly convey to the Lessor (or cause
to be conveyed to the Lessor), as replacement for such Engine, title to another
engine of the same make and model which shall be owned by the Lessee free of all
Liens other than Permitted Liens and shall have a value and utility at least
equal to (and be in as good operating condition as) such Engine immediately
prior to such Event of Loss, assuming compliance by the Lessee with all of the
terms of this Lease with respect to such Engine. At the time of such conveyance
the Lessee will (i) cause to be delivered to the Lessor a favorable opinion of
counsel for the Lessee reasonably acceptable to the Lessor to the effect that
the Lessor has acquired full title to such replacement engine free and clear of
all Liens except for Permitted Liens and that such replacement engine is duly
subjected to this Lease; (ii) cause a Lease Supplement and Receipt to be duly
executed by Lessee and to be filed for recording pursuant to the Aviation Law
and (iii) cause to be delivered to the Lessor evidence satisfactory to the
Lessor as to the due compliance by the Lessee with the insurance provisions of
Section 10 hereof with respect to such replacement engine. Upon compliance by
the Lessee with the foregoing terms of this subsection, the Lessor will (A)
transfer to Lessee or its insurers title to the Engine so replaced without any
recourse, representation or warranty on the part of the Lessor except that such
Engine is free and clear of any of the Lessor Liens and (B) execute and deliver
to the Lessee a partial release, in recordable form, releasing such Engine from
this Lease. Such replacement engine shall thereupon constitute an "Engine" for
all purposes hereof. Lessee shall be entitled to retain or to be reimbursed by
Lessor the amount of insurance or condemnation proceeds, if any, received by
Lessor with respect to such replaced Engine.


                                  Page 33 of 56
<PAGE>

       9.4. Requisition. In the event of the requisition for use by the
Government of the United States of the Airframe or any Engine during the Term,
Lessee shall promptly notify Lessor of such requisition and all Lessee's
obligations under this Lease with respect to the Airframe or such Engine shall
continue to the same extent as if such requisition had not occurred. If the
Airframe or such Engine shall not be returned by the Government of United States
prior to the end of the Term, Lessee obligations under this Lease shall continue
until the end of such requisition, including without limitation the obligations
to pay Rent and to return the Airframe or such Engine to Lessor in accordance
with the provisions of Section 6 promptly upon its return by the Government of
the United States. Provided no Event of Default has occurred and is continuing,
all payments received by Lessor or Lessee from the Government of the United
States for the use of the Airframe or such Engine during such requisition shall
be paid over to, or retained by, Lessee.

             SECTION 10. Insurance. Throughout the Term the Lessee shall cause
to be obtained maintained and kept in full force and effect property and
liability insurance (the "Insurances") with respect to the Aircraft issued
through brokers and with underwriters reasonably satisfactory to the Lessor.
Such Insurances shall name the Lessor as an additional insured and loss payee
for its interests and shall otherwise comply with the insurance requirements set
out in this Section 10.

       10.1. Reports. On or before the Delivery Date, and not later than seven
(7) days prior to each renewal of the Insurances, the Lessee shall provide the
Lessor with evidence satisfactory to the Lessor that the Insurances are and will
continue in full force after the Delivery Date or the renewal date of the
Insurances (as the case may be) for such period as shall then be stipulated and
the Lessee shall produce to the Lessor upon request receipts in respect of
payment of the premiums required by the policies relating to the Insurances (or
installments thereof) or other evidence reasonably acceptable to the Lessor of
the payment thereof. In addition, the Lessee shall furnish or cause to be
furnished to the Lessor, as and when reasonably required by the Lessor, (i)
insurance certificates, and (ii) an opinion of a firm of independent insurance
brokers satisfactory to Lessor (the "Approved Broker") stating the opinion of
the Approved Broker that the insurance then carried and maintained on the
Aircraft complies with the terms hereof. If any material variation is made to
the terms of the Insurances, the Lessee shall forthwith give notice to the
Lessor of such variation and shall provide such further details in relation
thereto (excluding details relating to premiums) as the Lessor may reasonably
require. The Lessee shall pay or cause to be paid all additional premiums or
surcharges necessary in order to maintain in full force and effect the
Insurances.

       10.2 Lessor Maintaining Insurances. If the Insurances are not kept in
full force and effect the Lessor, without prejudice to any other rights it may
have on the occurrence of an Event of Default, shall be entitled (but not bound)
to pay the premiums due to or to take out and maintain new insurances of the
types and in the amounts herein provided and any sums so expended by the Lessor
shall become immediately due and payable to the Lessor by the Lessee together
with interest thereon from the date of expenditure by the Lessor until the date
of reimbursement thereof by the Lessee at the Overdue Rate. In addition, the
Lessor may at any


                                  Page 34 of 56
<PAGE>

time while the Insurances are not maintained in full force and effect and if
such Insurances cannot be procured by the Lessor, as the case may be, require
the Aircraft to be grounded or, subject to the Aircraft being adequately
insured, require the Aircraft to proceed to and remain at an airport designated
by the Lessor until the provisions of this Section shall be fully complied with.

       10.3 Insurance Proceeds. Until such time as the insurers are notified of
an Event of Default hereunder, all insurance proceeds in respect of repairable
damage to the Aircraft not amounting to an Event of Loss shall be payable by the
insurers directly to such party or parties as may be necessary to repair the
Aircraft unless otherwise agreed between the Lessor, the Lessee and the insurers
in accordance with Lloyd's Endorsement AVN67B and shall be applied to the cost
of restoration, repair or replacement of the Aircraft hereunder. To the extent
that such insurance proceeds may be insufficient to pay the cost or the
estimated cost of completing such restoration, repair or replacement, the Lessee
will pay or procure the payment of such deficiency. All insurance proceeds in
circumstances resulting from an Event of Loss or if the insurers have been
notified in writing of an Event of Default hereunder shall be payable by the
insurers directly to the Lessor unless and until such insurers shall be notified
in writing that such Event of Default is no longer continuing.

       10.4 Property Insurance. The Lessee shall ensure that there is obtained
and maintained with respect to the Aircraft:

             10.4.1. "All Risks" hull insurance on the Aircraft (including all
       flight and ground risks and ingestion coverages) in an amount not less
       than Three Million Five Hundred Thousand Dollars (US$3,500,000) (the
       "Stipulated Loss Value").

             10.4.2. "All Risks" insurance on the Engines while not installed on
       any Airframe in an amount not less than replacement cost thereof.

             10.4.3. "War Risks" and related insurance covering the following
       perils on the Aircraft in an amount not less than the Stipulated Loss
       Value: (i) war, invasion, acts of foreign enemies, hostilities (whether
       war be declared or not), civil war, rebellion, revolution, insurrection,
       martial law, military or usurped power, or attempts at usurpation of
       power; (ii) strikes, riots, civil commotions or labor disturbances; (iii)
       any act of one or more persons, whether or not agents of a sovereign
       power, for political or terrorist purposes and whether the loss or damage
       resulting therefrom is accidental or intentional; (iv) any malicious act
       or act of sabotage; (v) confiscation, nationalization, deprivation,
       seizure, restraint, detention, appropriation, requisition for title or
       use by or under the order of any government (whether civil, military or
       de facto) and/or public or local authority other than the government of
       the United States or a state thereof; and (vi) hijacking or any unlawful
       seizure or wrongful exercise of control of such Aircraft or crew in
       flight (including any attempt at such seizure or control) made by any
       person or persons on board such Aircraft acting without consent of the
       Lessee.


                                  Page 35 of 56
<PAGE>

             10.4.4 The Insurances required under this Subsection 10.4 shall
       (except for the insurance referenced in paragraph 10.4.2) be provided on
       an agreed value basis and shall: (i) include, in the event of separate
       insurances being arranged to cover the "All Risk" hull insurance and the
       "War Risk" and related insurance, a 50/50 claims funding arrangement in
       the event of any dispute as to whether a claim is covered by the "All
       Risks" or "War Risks" policy; and (ii) be subject to a deductible no
       greater than Five Hundred Thousand Dollars (US$500,000).

       10.5. Liability Insurance. The Lessee shall obtain and maintain or
procure that there is obtained and maintained a policy or policies of insurance
covering third party liability, bodily injury and property damage, passenger
legal liability and cargo legal liability for a combined single limit of not
less than Two Hundred Fifty Million Dollars (US$250,000,000) for any one
occurrence. The policies evidencing the Insurances required under this Section
10.5 shall: (i) include the Indemnitees as additional insureds; (ii) provide
that all the provisions thereof, except the limits of liability, shall operate
to give each insured the same protection as if there were a separate policy
covering each such person; (iii) be primary and without right of contribution
from other insurance which may be available to the Indemnitees; and (iv) not
provide coverage to the Indemnitees with respect to claims arising out of their
legal liability as manufacturer, repairer or servicing agent of the Aircraft or
any Part thereof.

       10.6. Provisions Relating To All Insurances. The policies evidencing the
Insurances with respect to the Aircraft required under Subsection 10.4 and 10.5
shall:

             10.6.1. specifically reference this Agreement and shall provide
       that the insurers agree that the coverage under the policies is extended
       (to the extent of the risks covered by the policies) to insure such
       Aircraft in accordance with the terms of this Agreement;

             10.6.2. provide for worldwide coverage (subject only to such
       exceptions in the War Risks and related insurance as are imposed by the
       insurers, provided that full war risks and related insurance must be in
       effect at all times for all areas into or over which the Aircraft may
       operate);

             10.6.3. provide that the Lessor has no operational interest in the
       Aircraft;

             10.6.4. provide that the Insurances shall not be invalidated, so
       far as concerns the Indemnitees by any act or omission (including
       misrepresentation and non-disclosure) by the Lessee or any other person
       which results in a breach of any term, condition or warranty of such
       Insurances provided that the Indemnitees have not caused, contributed to
       or knowingly condoned such act or omission;

             10.6.5. provide that the Lessor shall not be liable for any
       premiums in respect thereof, and that the insurers waive any right of
       set-off or counterclaim against the Lessor except in respect of
       outstanding premiums in respect of the Aircraft;


                                  Page 36 of 56
<PAGE>

             10.6.6. provide that upon payment of any loss or claim to or on
       behalf of an Indemnitee, the insurers shall to the extent and in respect
       of such payment be thereupon subrogated to all legal and equitable rights
       of the Indemnitees. At the expense of the insurers, such persons shall do
       all things reasonably necessary to assist the insurers to exercise such
       subrogated rights; and

             10.6.7. provide that the Insurances provided under such policy may
       only be cancelled or materially altered in a manner adverse to the
       interests of the Lessor by the giving of not less than thirty (30) days'
       notice in writing to the Lessor except that in the case of War Risks
       insurance for which seven (7) days' notice (or such lesser period as may
       be customarily available in respect of war risks or allied perils
       insurance) will be given or in the case of war between any of the five
       (5) great powers or nuclear peril for which termination is automatic.
       Lessee will cause the Approved Broker to advise Lessor in writing
       promptly of any default in the payment of any premium and of any other
       act of omission on the part of Lessee of which they have knowledge and
       which would in the Approved Broker's opinion invalidate or render
       unenforceable, in whole or in any material part, any insurance on the
       Aircraft.

             SECTION 11. The Lessor's Right to Perform for the Lessee. If the
Lessee fails to make any payment required hereunder or fails to perform or
comply with any of its other agreements contained herein, the Lessor may make
such payment or perform or comply with such agreement, including, but not
limited to, the placement of insurance required by this Lease, and the amount of
such payment and the amount of its out-of-pocket costs and expenses incurred in
connection with the performance of or compliance with such agreement (together
with interest thereon at the Overdue Payment Rate) shall be payable by the
Lessee on demand as Supplemental Rent.

             SECTION 12. Further Assurances. The Lessor and Lessee will each
promptly and duly execute and deliver such documents and assurances and take
such action as may be necessary or desirable, or as either party may from time
to time reasonably request, in order to more effectively carry out the intent
and purpose of this Lease and the other Operative Documents and to establish and
protect the Lessor's title to the Aircraft and its rights and remedies created
or intended to be created under this Lease and the other Operative Documents.

             SECTION 13. Events of Default. The following events shall
constitute Events of Default (whether any such event shall be voluntary or
involuntary or arise by operation of law or pursuant to or in compliance with
any judgment, decree, order, rule or regulation of any court or any
administrative or governmental body):

       13.1. Failure to Pay Basic Rent. The Lessee shall fail to make any
payment of Basic Rent or Stipulated Loss Value within three days after receipt
of notice from Lessor that such payment was not received when due; or


                                  Page 37 of 56
<PAGE>

       13.2. Failure to Pay Supplemental Rent. The Lessee shall fail to make
any other payment of Rent of any kind and such failure shall continue
unremedied for a period of ten days after written demand therefor by the
Lessor to the Lessee; or

       13.3. Failure to Maintain Insurance. The Lessee shall fail to maintain
insurance in accordance with Section 10 hereof;

       13.4. Misrepresentation or Breach of Warranty. Any representation or
warranty made by the Lessee in this Lease or in any other Operative Document or
in any document or certificate furnished by the Lessee in connection herewith or
therewith shall have been incorrect in any material respect at the time made; or

       13.5. Bankruptcy. Etc. The Lessee shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Lessee under the laws of
any country seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law of any country relating
to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property and either
such proceeding shall remain undismissed, unbonded or unstayed for a period of
60 days or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against it or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its property) shall occur; or the Lessee shall take any
corporate action to authorize any of the actions set forth above in this
subsection 13.5; or

       13.6. General Default. The Lessee fails to duly observe or perform any of
its other obligations under this Lease and such failure shall not have been
remedied within a period of thirty (30) calendar days after delivery of written
notice specifying the same from Lessor, including without limitation failure to
maintain the Aircraft as required by this Lease or the Aviation Authority or
failure to protect or preserve Lessor's title to the Aircraft and, if
applicable, the Lien of any Lender thereon; or

       13.7. Loss of Airline or Corporate Authority. Lessee shall cease to be a
commercial airline, or the franchises, concessions, permits, rights or
privileges required for the conduct of the business and operations of Lessee
shall be revoked, canceled or otherwise terminated or the free and continued use
and exercise thereof curtailed or prevented, and as a result thereof the
preponderant business activity of Lessee shall cease to be that of a commercial
airline; or

       13.8. Other Obligations. Lessee shall fail to pay any indebtedness or
other obligation of Lessee due and payable in excess of the value of US$100,000,
or there shall occur a declaration of default, an acceleration or any exercise
of remedies with respect to any


                                  Page 38 of 56
<PAGE>

obligation or liability of Lessee in or relating to an amount in excess of
the value of US$100,000; or

       13.9. Guarantor Default. An "Event of Default," as defined therein,
shall have occurred under the Guaranty.

             SECTION 14. Remedies. Upon the occurrence of any Event of Default
and at any time thereafter so long as the same shall be continuing, the Lessor
may, at its option, declare in writing to the Lessee that this Lease is in
default; and at any time thereafter, so long as the Lessee shall not have
remedied all outstanding Events of Default, the Lessor may do one or more of the
following as the Lessor in its sole discretion shall elect, to the extent
permitted by Applicable Law then in effect:

       14.1. Return and Repossession. Lessor may in writing demand the prompt
return, and the Lessee hereby agrees that it shall return promptly, the Aircraft
to the Lessor in the manner and condition required by, and otherwise in
accordance with all the provisions of, Section 6 as if the Aircraft were being
returned at the end of the Term, or the Lessor or the Lessor's agent, at its
option, may, but shall be under no obligation to, enter upon the premises where
all or any part of the Airframe or any Engine or Appliance is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without liability accruing to the Lessor or the Lessor's agent for or by
reason of such entry or taking of possession or removal whether for the
restoration of damage to property caused by such action or otherwise.

       14.2. Sale. Use. Etc. Lessor may sell the Aircraft at public or private
sale, as the Lessor may determine, or otherwise dispose of, hold, use, operate,
lease to others or keep idle the Aircraft as the Lessor may determine, all free
and clear of any rights or claims of the Lessee and without any duty to account
to the Lessee with respect to such action or inaction or for any proceeds with
respect thereto.

       14.3. Liquidated Damages: Fair Market Rental. The Lessor, by written
notice to the Lessee specifying a payment date which shall be a Rent Payment
Date not earlier than ten days from the date of such notice, may cause the
Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, on the
payment date specified in such notice, as liquidated damages for loss of a
bargain and not as a penalty (in lieu of the Basic Rent for the Aircraft due on
Rent Payment Dates occurring on and after the payment date specified for payment
in such notice), any unpaid Basic Rent for the Aircraft due (or which would have
been due in the absence of the Expiry) prior to the payment date specified in
such notice, plus an amount equal to the present value (computed as of the
payment date specified in such notice and using 6%) of the total Basic Rents due
for what would have been the remainder of the Term in the absence of the Expiry
("Liquidated Rental") (together with interest on all amounts payable by the
Lessee under this subsection 14.3 at the Overdue Payment Rate from such
specified payment date until the date of actual payment); and upon such payment
of Liquidated Rental and the payment of all other Rent then due hereunder,
Lessor shall


                                  Page 39 of 56
<PAGE>

proceed to exercise its best efforts to lease the Aircraft for what would have
been the remainder of the Term in the absence of Expiry and shall pay over to
Lessee an amount equal to the present value of the rents due for the remainder
of the term under the new lease agreement (after deducting from such rents, all
costs and expenses whatsoever incurred by Lessor in connection therewith and all
other amounts which may become payable to Lessor) up to the amount of Liquidated
Rental actually paid.

       14.4. Cancellation, Termination, and Rescission. The Lessor may cancel,
terminate, or rescind this Lease, or may exercise any other right or remedy
which may be available to it under Applicable Law or proceed by court action to
enforce the terms hereof or to recover damage for the breach hereof, including
without limitation Lessee's agreement to lease the Aircraft for the Term and to
pay Rent.

       14.5. Other Remedies. In addition, the Lessee shall be liable, except as
otherwise provided above, for any and all unpaid Rent due hereunder before,
after or during the exercise of any of the foregoing remedies and for all legal
fees and other costs and expenses incurred by reason of the occurrence of any
Event of Default or the exercise of remedies with respect thereto, including all
costs and expenses incurred in connection with any retaking of the Aircraft or
in placing the Aircraft in the condition and airworthiness required by Sections
5 and 6. At any sale of the Aircraft pursuant to this Section 14 the Lessee may
bid for and purchase such property. No remedy referred to in this Section 14 is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to the Lessor at law or in
equity, including without limitation the Uniform Commercial Code of the
Commonwealth of Massachusetts; and the exercise or beginning of exercise by the
Lessor of any one or more of such remedies shall not preclude the simultaneous
or later exercise by the Lessor of any or all of such other remedies. No express
or implied waiver by the Lessor of any Event of Default or Default shall in any
way be, or be construed to be, a waiver of any future or subsequent Event of
Default or Default. To the extent permitted by Applicable Law, the Lessee hereby
waives any rights now or hereafter conferred by statute or otherwise which may
require the Lessor to sell, lease or otherwise use the Aircraft in mitigation of
the Lessor's damages except as set forth in this Section 14 or which may
otherwise limit or modify any of the Lessor's rights or remedies under this
Section 14.

             SECTION 15. General Indemnity and Expenses.

       15.1. General Indemnity.

       15.1.1. The Lessee agrees to indemnify, reimburse, and hold harmless
each Indemnitee from and against all claims, damages, losses, liabilities,
demands, suits, judgments, causes of action, civil and criminal legal
proceedings, penalties, fines, and other sanctions, and any attorney fees and
other reasonable costs and expenses, arising or imposed with or without the
Lessor's fault or negligence or under the doctrine of strict liability
(collectively, "Claims"), relating to or arising in any manner out of:


                                  Page 40 of 56
<PAGE>

             15.1.1.1. This Lease, any misrepresentation made by the Lessee
       under this Lease, or the breach of any representation, warranty, or
       covenant made by the Lessee under this Lease;

             15.1.1.2. The manufacture, lease, delivery, nondelivery,
       acceptance, rejection, ownership (to the extent attributable to Lessee's
       acts or omissions), possession, use, operation, or return of the
       Aircraft;

             15.1.1.3. The Aircraft's condition or any discoverable or
       nondiscoverable defect in it arising from its design, testing, or
       construction; any article used in the Aircraft; or any maintenance,
       service or repair, whether or not the Aircraft is in the Lessee's
       possession and regardless of where the Aircraft is located; or

             15.1.1.4. Any transaction, approval, or document contemplated by
       this Lease.

             15.1.1.5. The foregoing indemnity shall not apply to (i) any Claim
       that constitutes a Permitted Lien, (ii) Claims for Taxes, it being agreed
       that Section 8 hereof represents Lessee's entire obligation with respect
       to Taxes, (iii) Claims attributable to the wilful misconduct of an
       Indemnitee; (iv) Claims attributable to any misrepresentation made by the
       Lessor under this Lease, or the breach of any representation, warranty,
       or covenant made by the Lessor under this Lease; or (v) Claims arising
       prior to the Delivery Date or subsequent to the Return Date; provided,
       however, that this Subsection 15.1.1.5 shall be construed only as a
       limitation on the indemnity set forth in this Section 15, and shall not
       be deemed a waiver by Lessor of any Claims available to Lessor at law or
       in equity.

       15.1.2. The Lessee waives and releases each Indemnitee from any Claims in
any way connected with injury to or death of the Lessee's personnel, loss or
damage of the Lessee's property, which may:

             15.1.2.1. Result from or arise during the Term in any manner out of
       the leasing, condition, use or operation of the Aircraft; or

             15.1.2.2. Be caused during the Term by any defect in the Aircraft;
       its design, testing, or construction; any article used in the Aircraft;
       or any maintenance, service, or repair, whether or not the Aircraft is in
       the Lessee's possession and regardless of where the Aircraft is located,
       except to the extent that such Claim arises out of the breach by any
       Indemnitee of its obligations hereunder. The foregoing waiver and release
       shall not apply to any Claim arising out of the wilful misconduct of any
       Indemnitee.

       15.1.3. The indemnities described in this Section will continue in full
force and effect notwithstanding the expiration or other termination of this
Lease and are expressly made for the benefit of and will be enforceable by each
Indemnitee.


                                  Page 41 of 56
<PAGE>

       15.2. Lega1 Fees and Expenses. The Lessee agrees to pay the reasonable
legal fees and expenses of Lessor's counsel in connection with the enforcement
against Lessee of this Lease, any other Operative Document and the other
documents to be delivered hereunder or thereunder.

            SECTION 16. Assignment and Alienation. Lessor shall have the right
to assign, sell or encumber any interest of Lessor in the Aircraft or this Lease
and/or the proceeds hereof subject to the rights of Lessee under the provisions
of this Lease. To effect or facilitate any such assignment, sale or encumbrance,
Lessee agrees to provide such agreements, consents, conveyances or documents as
may be reasonably requested by Lessor, which shall include, without limitation,
a commercially standard estoppel certificate. The agreements, covenants,
obligations and liabilities contained herein including, but not limited to, all
obligations to pay Rent and indemnify each Indemnitee are made for the benefit
of each Indemnitee and their respective successors and assigns; provided,
however, that no assignment, sale or encumbrance shall in any manner adversely
affect Lessee's rights or increase the aggregate financial exposure under the
indemnity obligations of Lessee under this Lease or unreasonably increase any
other obligation, liability, cost, or expense, as compared to what such
indemnity obligations, or any other obligation, liability, cost or expense would
have been had such assignment, sale or encumbrance not occurred; provided,
however, that as a minimum level cooperation Lessee at its expense shall, if
requested by Lessor, (i) execute documents naming any Lender as an Indemnitee
hereunder; (ii) cause the Insurances to designate any Lender as a loss payee and
additional insured; (iv) provide notices to any Lender pursuant to Section 17
hereof; and (v) execute a reasonable consent to an assignment of this Lease to
such Lender. In the event any interest of the Lessor in the Aircraft or this
Lease and/or the proceeds therefrom is assigned, sold or encumbered by Lessor,
any assignee, transferee, mortgagee, or other secured party shall agree as a
condition precedent thereto, and shall furnish written evidence of such
agreement to Lessee, not to disturb or otherwise interfere with the rights of
Lessee under this Lease or the quiet enjoyment of Lessee of the Aircraft so long
as no Event or Default shall have occurred and be continuing; and provided,
further, that no such assignment, sale or encumbrance shall be to other than an
entity which shall be a United States citizen in accordance with Aviation Law.

            SECTION 17. Notices. All notices required under the terms and
provisions hereof shall be in writing in the English language, and any such
notice shall become effective when received by the other party, by hand, by
registered mail with proper postage for airmail prepaid, by overnight courier
service, or, if in the form of a telecopy, upon confirmation of receipt thereof,
in each case addressed (i) if to the Lessee:

                   Sunworld International Airlines, Inc.
                   207 Grandview Drive
                   Fort Mitchell, Kentucky 41017-2799

                   Attention: Treasurer


                                  Page 42 of 56
<PAGE>

                   Telecopier: (606) 331 6383

with copies to:

                   Winthrop, Stimson, Putnam & Roberts
                   1 Battery Park Plaza
                   New York, New York 10004

                   Attention: Ruth J. Weinstein

                   Telecopier: (212) 858-1500

or to such other address as the Lessee shall from time to time designate in
writing to the Lessor, or (ii) if to the Lessor:

                   First Security Bank of Utah, N.A.
                   79 South Main Street
                   Salt Lake City, Utah 84111

                   Attention: Corporate Trust Department
                   Telecopier: (801) 246-5053

with copy to:

                   American Finance Group
                   98 North Washington Street
                   Boston, Massachusetts 02114

                   Attention: Manager
                   Telecopier: (617) 523-1410

and:

                   American Finance Group, Inc.
                   One Market Plaza, Steuart Street Tower, Suite 900
                   San Francisco, CA 94105 U.S.A.

                   Attention: General Counsel
                   Telecopier: (415) 905-7256

or to such other address as the Lessor shall from time to time designate in
writing to Lessee.


                                  Page 43 of 56
<PAGE>

            SECTION 18. No Set-Off. Counterclaim. Etc. Subject only to the
Lessor's compliance with its obligations under Sections 3.6.5, 4.5, and 5.5, the
Lessee's obligation to pay all Rent payable hereunder shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which the Lessee may have against the Lessor, any partner comprising the Lessor,
the manufacturer of the Airframe or of any Engine or Appliance or anyone else
for any reason whatsoever (whether in connection with the transactions
contemplated hereby or in connection with any unrelated transaction), (ii) any
defect in the airworthiness, eligibility for registration, condition, design,
operation, or fitness for use of, or any damage to or loss or destruction of, or
any Lien upon, the Aircraft, or any interruption or cessation in the use or
possession thereof by the Lessee (iii) any insolvency, bankruptcy,
reorganization or similar proceedings by or against the Lessee, the Lessor or
any other person, (iv) the invalidity or unenforceability of this Lease or any
absence of right, power, or authority of the Lessor or Lessee to enter into this
Lease, or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If for any reason whatsoever this Lease
shall be terminated in whole or in part by operation of Applicable Law the
Lessee nonetheless agrees to pay to the Lessor an amount equal to each Basic
Rent payment for the Aircraft at the time such payment would have become due and
payable in accordance with the terms hereof had this Lease not been so
terminated in whole or in part. The Lessee hereby waives, to the extent
permitted by Applicable Law, any and all rights which it may now have or which
at any time hereafter may be conferred upon it, by Applicable Law to terminate,
cancel, quit or surrender this Lease, or any obligation imposed on the Lessee by
this Lease. Nothing in this Section 18 shall be construed to preclude the Lessee
from bringing any suit at law or in equity against any person which it would
otherwise be entitled to bring for breach of any representation, warranty,
covenant or duty hereunder.

            SECTION 19. Governing Law.

       19.1. Consent to Jurisdiction. Each of the Lessor and the Lessee
irrevocably agrees that any legal suit, action or proceeding arising out of or
relating solely to this Lease or any other Operative Document, or any of the
transactions contemplated hereby or thereby or any document referred to herein
or therein, may be instituted in the state or Federal courts in the Commonwealth
of Massachusetts, and it hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may have now or hereafter to the laying
of the venue or the jurisdiction or the convenience of the forum of any such
legal suit, action or proceeding and irrevocably submits generally and
unconditionally to the jurisdiction of any such court but only in any such suit,
action or proceeding. Final judgment against the Lessee or the Lessor in any
suit shall be conclusive, and may be enforced in other jurisdictions by suit on
the judgment, a certified or true copy of which shall be conclusive evidence of
the fact and of the amount of any indebtedness or liability of the Lessee or the
Lessor, as the case may be, therein described; provided always that the
plaintiff may at its option bring suit, or institute other judicial proceedings,
against the Lessee or the Lessor, as


                                  Page 44 of 56
<PAGE>

the case may be, or any of its assets in the courts of any country or place
where the Lessee or the Lessor, as the case may be, or such assets may be found.

       19.2. Choice of Law. THIS LEASE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

            SECTION 20. Miscellaneous. This Lease constitutes the entire
agreement of the parties. Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibitions or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

            This Lease shall constitute an agreement of lease, and nothing
herein shall be construed as conveying to the Lessee any right, title or
interest in the Aircraft except as a lessee only.

            This Lease, including all agreements, covenants, representations and
warranties, shall be binding upon and inure to the benefit of, and may be
enforced by, (1) Lessor and its agents, servants and personal representatives
and, to the extent permitted hereby, assigns and (2) Lessee and its agents,
servants, and personal representatives and, to the extent permitted hereby,
assigns. The section and subsection headings in this Lease are for convenience
of reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof. This Lease may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument. No term or provision of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which the enforcement of the change, waiver, discharge or
termination is sought.


                                  Page 45 of 56
<PAGE>

            SECTION 21. Truth-In-Leasing. FOR PURPOSES OF 14 CRF SECTION 91.23
ONLY, LESSOR CERTIFIES THAT DURING THE TWELVE MONTHS PRECEDING THE EXECUTION OF
THIS LEASE THE AIRCRAFT WAS MAINTAINED AND INSPECTED UNDER PART 121 OF THE
FEDERAL AVIATION REGULATIONS.

       THE LESSEE CERTIFIES THAT THE LESSEE, AND NOT THE LESSOR, IS RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE DURING THE TERM HEREOF,
THE LESSEE FURTHER CERTIFIES THAT THE LESSEE UNDERSTANDS ITS RESPONSIBILITIES
FOR COMPLAINCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. THE LESSEE FURTHER
CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 121 OF
THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS
LEASE. AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FAA REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.


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


                                   FIRST SECURITY BANK OF UTAH, National
                                   Association, not in its individual capacity
                                   but solely as owner trustee under that
                                   certain Trust Agreement "AFG/Northwest
                                   Airlines 1989-4 Trust" dated as of December
                                   13, 1989, and amended as of March 1, 1990,

                                             the Lessor

                                   /s/ Greg A. Hawley
                                   By:    Greg A. Hawley
                                   Title: Assistant Vice President

                                   SUNWORLD INTERNATIONAL AIRLINES, INC.
                                             the Lessee



                                   By:
                                   Title:


                                  Page 46 of 56
<PAGE>

            SECTION 21. Truth-In-Leasing.  FOR PURPOSES OF 14 CRF SECTION 91.23
ONLY, LESSOR CERTIFIES THAT DURING THE TWELVE MONTHS PRECEDING THE
EXECUTION OF THIS LEASE THE AIRCRAFT WAS MAINTAINED AND INSPECTED UNDER
PART 121 OF THE FEDERAL AVIATION REGULATIONS.

       THE LESSEE CERTIFIES THAT THE LESSEE, AND NOT THE LESSOR, IS RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE DURING THE TERM HEREOF,
THE LESSEE FURTHER CERTIFIES THAT THE LESSEE UNDERSTANDS ITS RESPONSIBILITIES
FOR COMPLAINCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. THE LESSEE FURTHER
CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 121 OF
THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS
LEASE. AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FAA REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.

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


                                   FIRST SECURITY BANK OF UTAH, National
                                   Association, not in its individual capacity
                                   but solely as owner trustee under that
                                   certain Trust Agreement "AFG/Northwest
                                   Airlines 1989-4 Trust" dated as of
                                   December 13, 1989, and amended as of March 1,
                                   1990,

                                             the Lessor


                                   By:
                                   Title:


                                   SUNWORLD INTERNATIONAL AIRLINES, INC.
                                             the Lessee


                                   /s/ Terence O. Dennison
                                   By:    Terence O. Dennison
                                   Title: Executive Vice President


                                 Page 46 of 56
<PAGE>

                 EXHIBIT A: FORM OF LEASE SUPPLEMENT AND RECEIPT

            LEASE SUPPLEMENT AND RECEIPT dated January 19, 1996 between FIRST
SECURITY BANK OF UTAH, N.A., not in its individual capacity but solely as owner
trustee under that certain Trust Agreement 1989-4 dated as of December 13, 1989,
and amended as of March 1, 1990 (the "Lessor"), and Sunworld International
Airlines, Inc. (the "Lessee").

            The Lessor and the Lessee have heretofore entered into that certain
Aircraft Lease Agreement, dated as of January 1,1996 (herein called the "Lease"
and the defined terms therein being hereinafter used with the same meanings),
relating to one Boeing model 727-25lA aircraft, manufacturer serial number
21161. The Lease provides for the execution and delivery of a Lease Supplement
and Receipt.

            NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, the Lessor and the Lessee hereby agree as follows:

            A. THE LEASE. The Lease and all related Operative Documents to be
executed by the Lessee have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, binding, and enforceable agreements of
Lessee. All of the terms and provisions of the Lease are hereby incorporated by
reference in this Lease Supplement and Receipt to the same extent as if fully
set forth herein. The parties confirm that the Delivery Date is the date of this
Lease Supplement and Receipt.

            B. THE AIRCRAFT. The Lessee hereby certifies that the Aircraft
described Schedule 1 hereto, consisting of 5 pages (including attachments) and
made a part hereof, and the Aircraft Documents described in Schedule 2 hereto,
consisting of 1 pages (including attachments) and made a part hereof, have been
delivered to the Lessee, inspected by the Lessee, and accepted under, and for
all purposes of, the Lease, all on the date hereof. Any qualifications to the
return conditions set forth in Lease Section 6 are attached hereto in Schedule
3. Lessee accepts delivery of the Aircraft "AS IS," "WHERE IS," AND SUBJECT TO
EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN
SECTION 4.3 OF THE LEASE.

            C. REPRESENTATIONS BY THE LESSEE. The Lessee hereby represents and
warrants to the Lessor that on the date hereof:

            1. The representations and warranties of the Lessee set forth in the
      Lease are true and correct in all material respects as though made on and
      as of the date hereof.

            2. The Lessee has satisfied or complied with all requirements set
      forth in the Lease to be satisfied or complied with on or prior to the
      date thereof.


                                  Page 47 of 56
<PAGE>

            3. No default or Event of Default under the Lease has occurred and
      is continuing on the date hereof.

            4. The Lessee has obtained, and there are in full force and effect,
      such insurance policies with respect to the Aircraft as are required to be
      obtained under the terms of the Lease.

            This Lease Supplement and Receipt may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

            IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease
Supplement and Receipt to be duly executed as of the date and year first above
written.

FIRST SECURITY BANK OF UTAH, National Association,
not in its individual capacity but solely
as Owner Trustee under that certain Trust Agreement
"AFG/Northwest Airlines 1989-4 Trust" dated as of
December 13, 1989, and amended as of March 1, 1990,
           the Lessor


/s/ Greg A. Hawley

By: Greg A. Hawley
Title: Assistant Vice President

SUNWORLD INTERNATIONAL AIRLINES, INC.
           the Lessee


/s/ Terence 0. Dennison

By: Terence 0. Dennison
Title: Executive Vice President


                                  Page 48 of 56
<PAGE>

        SCHEDULE 1 TO LEASE SUPPLEMENT AND RECEIPT: AIRCRAFT DESCRIPTION

Airframe:           Boeing model 727-251A, serial number 21161,
                    US registration N282US

Total hours:        50598:33 Total cycles: 35609

Time since C check: 0    Time since D check: 0

Engine No.1:        Pratt & Whitney model JT8D-15A engine,
                    manufacturer serial number 696253.

See. Attached disk sheet dated 9/15/95, 1995

Engine No. 2:       Pratt & Whitney model JT8D-15-A engine,
                    manufacturer serial number 696520.

See. Attached disk sheet dated 10/10/95, 1995

Engine No. 3:       Pratt & Whitney model JT8D-15-A engine,
                    manufacturer serial number 695260.

See. Attached disk sheet dated 10/10/95, 1995

Landing gear time since overhaul: L9309 hours, R6 hours, N17779 hours.

Auxiliary power unit: manufacturer Garrett serial number P36543. Time since hot
section inspection: 0

Avionics (specified by manufacturer): see attachment consisting of 3 pages. see
attachment A.

Interior configuration:       164 seats coach

Loose equipment:              [SPECIFY GALLEY EQUIPMENT, EXTRA SEATS, ETC.]
                              see attachment B.

                                                         *1        *2
                                                         ---       ---

Operating weights:  Maximum ramp weight:               177,500   187,500
                    Maximum gross take-off weight:     176,500   186,500
                    Maximum landing weight:            150,000   150,000
                    Zero fuel weight:                  138,000   141,000

*1 As delivered
*2 Weight per lease, awaiting FAA Engineering approval.


                                  Page 49 of 56
<PAGE>

         SCHEDULE 2 TO LEASE SUPPLEMENT AND RECEIPT: AIRCRAFT DOCUMENTS

                          AIRCRAFT DOCUMENTS CHECKLIST

 1.    Avionics Installation List
 2.    Original Manufacturer's Inventory List
 3.    Current Component Inventory List (Northwest)
 4.    Service Bulletin (SB) Accomplishment List (Northwest)
 5.    Record of last Compass Swing
 6.    List of Oils and Fluids
 7.    FAA Approved Airplane Flight Manual (AFM)
 8.    Manufacturer's Flight Crew Operating Manual (FCOM) (Northwest)
 9.    Releasing Operator's Flight Crew Operating Manual (Northwest)
 10.   Weight and Balance Manual; last weighing
 11.   Minimum Eqipment List (MEL) (Northwest)
 12.   MEL Procedures manual (Northwest)
 13.   Maintenance Manuals (Northwest)
 14.   Wiring Diagram Manual; Termination and Equipment Lists (Northwest)
 15.   Structural Repair Manual (SRM) (Northwest)
 16.   Illustrated Parts Catalog (IPC) (Northwest)
 17.   Aircraft/Cockpit Log Books (Northwest)
 18.   Engine Log Books (Northwest)
 19.   Auxiliary Power Unit (APU) Log Book (Northwest)
 20.   Current, or last, Airworthiness Certificate
 21.   Current, or last, Registration
 22.   Current, or last, Radio License
 23.   Supplemental Type Certificates (STC)
 24.   Certificate of Sanitary Construction, Galleys
 25.   Modification Records
 26.   Form 337, major Repair and Alteration
 27.   Major and Minor Repair Records
 28.   Airworthiness Directive (AD) Accomplishment List
 29.   Airworthiness Directive (AD) Records and Documentation
 30.   Time Controlled Component (TCC) List, history and status (Northwest)
 31.   Life Limited Part (LLP) List, history and status (Northwest)
 32.   Scheduled Maintenance Check Status
 33.   Total Time and Cycle Justification
 34.   Maintenance Records
 35.   Performance Manual (Northwest)
 36.   Quick Reference Manual (Northwest)


                                  Page 50 of 56
<PAGE>

                   SCHEDULE 3 TO LEASE SUPPLEMENT AND RECEIPT;
                       QUALIFICATIONS TO RETURN CONDITIONS

            Lessor and Lessee hereby agree that the following particulars of the
condition of the Aircraft shall be qualifications to the return conditions set
forth in Section 6 of the Lease.

See Attachment C

            IN WITNESS WHEREOF, the Lessor and the Lessee have caused this
Schedule 3 to Lease Supplement and Receipt to be duly executed as of January __,
1996.

FIRST SECURITY BANK OF UTAH, National Association,
not in its individual capacity but solely
as Owner Trustee under that certain Trust Agreement
"AFG/Northwest Airlines 1989-4 Trust" dated as of
December 13, 1989, and amended as of March 1, 1990,
           the Lessor


/s/ Greg A. Hawley

By: Greg A. Hawley
Title: Assistant Vice President

SUNWORLD INTERNATIONAL AIRLINES, INC.
           the Lessee


/s/ Terence 0. Dennison

By: Terence 0. Dennison
Title: Executive Vice President


                                  Page 51 of 56
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Lower Yaw Damper Computer                    Sperry            4030952-901       77090124
-----------------------------------------------------------------------------------------------------
Audio Accessory Unit                         Bac               65-5280438        R00032
-----------------------------------------------------------------------------------------------------
GPW Computer                                 Bendix            2041033-8313      1043
-----------------------------------------------------------------------------------------------------
Passenger Address                            Collins           522-4538-002      6376
-----------------------------------------------------------------------------------------------------
ADF Receiver                                 Bendix            2087786-7302      4214
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       #1     Collins           618M-3            8416
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       #2     Collins           618M-3            6921
-----------------------------------------------------------------------------------------------------
Radio Altimeter                              Bendix            2067631-5315      5431
-----------------------------------------------------------------------------------------------------
Autopilot Access.                            Bac               65-24917-72       R00010S
-----------------------------------------------------------------------------------------------------
Pitch Control Channel (SP-50)                Sperry            2585804-4         0191616
-----------------------------------------------------------------------------------------------------
Static Inverter                              Bendix            39B168-B          1099
-----------------------------------------------------------------------------------------------------
Upper Yaw Damper Coupler                     Sperry            2588880-901       0190872
-----------------------------------------------------------------------------------------------------
ATC Transponder Mode C                       Collins           787-6211-003      2078
-----------------------------------------------------------------------------------------------------
Roll Control Channel (SP-150)                Sperry            4030951-901       80040705
-----------------------------------------------------------------------------------------------------
Fire & Overheat Detection Unit               Bac               65-24920-3        R00601
-----------------------------------------------------------------------------------------------------
Temperature Controller                       Sundstrand        548376-5          67C-859
-----------------------------------------------------------------------------------------------------
Anti-skid Control Unit                       Bac               10-61853-11       217C
-----------------------------------------------------------------------------------------------------
Air Data Computer                            Sperry            HG180U255         A-892/70
-----------------------------------------------------------------------------------------------------
Vertical Gyro Aux.                           Sperry            2587335-12        9024865
-----------------------------------------------------------------------------------------------------
Transformer Rectifier                 APU    Elden             D10-60011-2       740
-----------------------------------------------------------------------------------------------------
General Protection Panel              APU    Westinghouse      904F242-5         UB7895M
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     APU    Westinghouse      939D150-2         XA5009
-----------------------------------------------------------------------------------------------------
Bus Protection Panel                         Westinghouse      902F283-2         ZW1108A
-----------------------------------------------------------------------------------------------------
Transformer Rectifier Ext Power              Elden             D10-60011-2       7447530
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #2     G.E.              700662A           2709
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #3     G.E.              700662A           3380
-----------------------------------------------------------------------------------------------------
Directional Gyro                      #2     Sperry            2588302-2         78032190
-----------------------------------------------------------------------------------------------------
Vertical Gyro                         #2     Sperry            2587335-11        6088944
-----------------------------------------------------------------------------------------------------
Vertical Gyro                         #1     Sperry            2587335-11        7052215
-----------------------------------------------------------------------------------------------------
GPW Pressure Rate Sensor                     Collins           66-3444-9-001     01215
-----------------------------------------------------------------------------------------------------
Battery Charger                              Ledec             2-301-3           3736
-----------------------------------------------------------------------------------------------------
Autospeed Brake Controller                   Bac               65-8409-1         M00019
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       Aux    Bendix            2070945-4301      1965
-----------------------------------------------------------------------------------------------------
Marker Receiver                              Bendix            MKA-28C           1679
-----------------------------------------------------------------------------------------------------
ILS Receiver                          #2     Collins           522-4280-102      4793
-----------------------------------------------------------------------------------------------------
ILS Receiver                          #1     Collins           522-4280-102      B1794
-----------------------------------------------------------------------------------------------------
DME                                   #1     Collins           622-2920-001      6497
-----------------------------------------------------------------------------------------------------
DME                                   #2     Collins           622-2920-001      6503
-----------------------------------------------------------------------------------------------------
Comparator Warning Monitor                   Collins           522-3948-002      322
-----------------------------------------------------------------------------------------------------
Flight Instrument Accessory Unit             Bac               65-60214-36       R00149
-----------------------------------------------------------------------------------------------------
Steering Computer                     #1     Collins           562A-5F4          1104
-----------------------------------------------------------------------------------------------------
Steering Computer                     #2     Collins           562A-5F4          1403
-----------------------------------------------------------------------------------------------------
Instrument AMP                        #1     Collins           52-3120-005       2757
-----------------------------------------------------------------------------------------------------
Instrument AMP                        #2     Collins           52-3120-004       791
-----------------------------------------------------------------------------------------------------
Window Heat Control                   R1     Pacific           231-2             2678
-----------------------------------------------------------------------------------------------------
Window Heat Control                   R2     Pacific           65-52803-8        R02557
-----------------------------------------------------------------------------------------------------
</TABLE>

Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 1 of 3


                                  Page 52 of 56
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Window Heat Control                   L1     Pacific           231-2             3570
-----------------------------------------------------------------------------------------------------
Window Heat Control                   L2     Pacific           231-2             4412
-----------------------------------------------------------------------------------------------------
Landing Gear Accessory Unit                  Bac               65-60211-32       00095
-----------------------------------------------------------------------------------------------------
Compass System Rack                   #2     Sperry            614937-101        8057427A
-----------------------------------------------------------------------------------------------------
Compass System Rack                   #1     Sperry            614937-101        5040270A
-----------------------------------------------------------------------------------------------------
LILS Receiver Aux                            Collins           522-4280-105      B638
-----------------------------------------------------------------------------------------------------
Flight Director Indicator             F/O    Collins           522-3752-001      140
-----------------------------------------------------------------------------------------------------
Course Director Indicator             F/O    Collins           522-3342-001      27
-----------------------------------------------------------------------------------------------------
Serve Altimeter                       F/O    Smith             WL708AMFAZ        AE151
-----------------------------------------------------------------------------------------------------
Radio Altimeter                       F/O    Bendix            INA-51A           7409
-----------------------------------------------------------------------------------------------------
VSI/TRA Indicator                     F/O    Honeywell         4067241-860       42046
-----------------------------------------------------------------------------------------------------
VSI Pressure Transducer               F/O    Honeywell         4067487-901       91020508
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #1     G.E.              JG298A4           E-256
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #2     G.E.              JG298A4           D-351
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #3     G.E.              JG298A4           E-195
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #1     G.E.              8DJ81-WAG4        V0087
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #2     G.E.              8DJ81-WAG4        S0177
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #3     G.E.              8DJ81-WAG4        S3930
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #1     Lewis             152BL801E         62
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #2     Lewis             152BL801E         624
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #3     Lewis             152BL801E         656
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #1     G.E.              8DJ81-LXHU        L3766
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #2     G.E.              8DJ81-LYV4        R6291
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #3     G.E.              8DJ81-LYV4        R5893
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #1     G.E.              8DJ88-LWC         B987
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #2     G.E.              8DJ88-LWC         00265
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #3     G.E.              8DJ88-LWC         M0350
-----------------------------------------------------------------------------------------------------
Outboard Flap Position Indicator             Memoor            18-1299-3         0574AN
-----------------------------------------------------------------------------------------------------
Inboard Flap Position Indicator              Memoor            18-1299-2         16299
-----------------------------------------------------------------------------------------------------
Autopilot Capture Indicator           F/O    Bac               75-0149-77        2367
-----------------------------------------------------------------------------------------------------
Airspeed Indicator                    F/O    Kollsman          A3615910057       1392
-----------------------------------------------------------------------------------------------------
Clock Indicator                       F/O    Wakemann          651-12-24-15      1222
-----------------------------------------------------------------------------------------------------
Machmeter                             F/O    Bac               10-60713-1        NT989
-----------------------------------------------------------------------------------------------------
ADF/VOR Compass RMI                   F/O    Sperry            CI-600            3070877
-----------------------------------------------------------------------------------------------------
Pneumatic Brake Pressure Indicator           US Gage           SRL-07AM          5739
-----------------------------------------------------------------------------------------------------
Hydraulic Brake Pressure Indicator           US Gage           SRL-07CA          5830
-----------------------------------------------------------------------------------------------------
DME Indicator                         F/O    Collins           522-1859-033      4018
-----------------------------------------------------------------------------------------------------
Airspeed Indicator                    Capt.  Kollsman          A3615910057       1360
-----------------------------------------------------------------------------------------------------
Compass ADF/VOR RMI                   Capt.  Sperry            CI-600            24
-----------------------------------------------------------------------------------------------------
Clock Indicator                       Capt.  Wakemann          651-12-24-15      1219
-----------------------------------------------------------------------------------------------------
Machmeter                             Capt.  Bac               10-60713-1        NT1156
-----------------------------------------------------------------------------------------------------
DME Indicator                         Capt.  Collins           522-1859-033      C8002
-----------------------------------------------------------------------------------------------------
Flight Director Indicator             Capt.  Collins           522-3752-001      135
-----------------------------------------------------------------------------------------------------
Course Director Indicator             Capt.  Collins           522-3342-001      446
-----------------------------------------------------------------------------------------------------
Autopilot Capture Indicator           Capt.  Bac               75-0149-77        2371
-----------------------------------------------------------------------------------------------------
Rad/Alt. Indicator                    Capt.  Bendix            INA-51A           01988
-----------------------------------------------------------------------------------------------------
</TABLE>

Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 2 of 3


                                 Page 52a of 56
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Baro-Altimeter                        Capt.  Kollsman          A3811910008       1752
-----------------------------------------------------------------------------------------------------
Total Air Indicator                   Capt.  Lewis             161BL501          B545
-----------------------------------------------------------------------------------------------------
Servo Altimeter                       Capt.  Smith             WL1152AM8         AE968
-----------------------------------------------------------------------------------------------------
VSI/TRA Indicator                     Capt.  Honeywell         4067241-860       11532
-----------------------------------------------------------------------------------------------------
VSI Pressure Transducer               Capt.  Honeywell         4067487-901       91010491
-----------------------------------------------------------------------------------------------------
Standby Horizon Indicator                    Sfena             705-7V9           19728
-----------------------------------------------------------------------------------------------------
Altitude Alert                               Honeywell         JG1052AA03        U-12
-----------------------------------------------------------------------------------------------------
Elevator & Rudder Position Indicator         Sperry            248541            00286
-----------------------------------------------------------------------------------------------------
Radar Indicator                              Bendix            66-3442-9-0002    03141
-----------------------------------------------------------------------------------------------------
VOR/DME Control Panel                 Capt.  Gables            G-4578            138
-----------------------------------------------------------------------------------------------------
ADF Control Panel                     Capt.  Bendix            2087780-7308      3141
-----------------------------------------------------------------------------------------------------
Radar Control Panel                          Gables            G-4104            96
-----------------------------------------------------------------------------------------------------
Flight Director Control Panel         Capt.  Collins           777-1253-001      102
-----------------------------------------------------------------------------------------------------
Instrument Warning                    Capt.  Gables            G-2662            27
-----------------------------------------------------------------------------------------------------
Transponder Control Panel             F/O    Gables            G-6993-03         00214
-----------------------------------------------------------------------------------------------------
Lighted Flight Counter                       Dexter-Wilson     600               4275
-----------------------------------------------------------------------------------------------------
Flight Director Control Panel         F/O    Collins           777-1253-001      47
-----------------------------------------------------------------------------------------------------
VOR/DME Control Panel                 F/O    Gables            G-4578            86
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #1     G.E.              700662B           3798
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #1     Westinghouse      939D150-2         UW3601M
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #2     Westinghouse      939D150-2         SB5430
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #3     Westinghouse      939D150-2         PY3961M
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #1     Bac               10-3257-3         5474
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #2     Bac               10-3257-3         5205
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #3     Bac               10-3257-3         5256
-----------------------------------------------------------------------------------------------------
General Protection Panel              #3     Westinghouse      902F242-5         OB7667
-----------------------------------------------------------------------------------------------------
General Protection Panel              #2     Westinghouse      902F242-5         UJ599M
-----------------------------------------------------------------------------------------------------
General Protection Panel              #1     Westinghouse      902F242-5         RO3532
-----------------------------------------------------------------------------------------------------
TCAS Processor                               Honeywell         4066010-904       91020299
-----------------------------------------------------------------------------------------------------
Transponder Mode S                           Collins           TPR-720           1741
-----------------------------------------------------------------------------------------------------
Radar Transceiver                            Bendix            66-3442-9-0004    02329
-----------------------------------------------------------------------------------------------------
Main Battery                                 Sonotone          CA-727-3          120406
-----------------------------------------------------------------------------------------------------
Flight Data Recorder                         Sundstrand        980-4100-GQUS     8378
-----------------------------------------------------------------------------------------------------
Accelerometer                                Sundstrand        3001-01-101-2     9510-2132
-----------------------------------------------------------------------------------------------------
Windshear Computer                           Honeywell         4061048-904       90040242
-----------------------------------------------------------------------------------------------------
Windshear Switching Unit                     ASM               103006-001-01     134
-----------------------------------------------------------------------------------------------------
Windshear Switching Unit                     ASM               103006-001-01     109
-----------------------------------------------------------------------------------------------------
Selcal Encoder                               Motorola          NA135PH50         Unk
-----------------------------------------------------------------------------------------------------
Selcal Control Panel                         Gables            G1402             85
-----------------------------------------------------------------------------------------------------
</TABLE>

Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 3 of 3


                                 Page 52b of 56
<PAGE>

                                  ATTACHMENT B

Loose Equipment:

  1 each     Right Hand Coat Closet

  1 each     Left Hand Movable Bulkhead

  1 each     Left Hand Triple Seat Assy

  6 each     First Class Seat Assys

  2 each     Galley Carts

  9 each     Oven Tray Carriers with 54 Trays

 12 each     Large Carriers

  6 each     Small Carriers

  6 each     Coffee Pots

  4 each     Trash Cans


                                 Page 52c of 56
<PAGE>

                                  ATTACHMENT C

1.    External doubler at Left cockpit sliding window
2.    External doubler at Left windshield
3.    External doubler at Right cockpit sliding window
4.    Dent in fuselage above #3 Left cockpit window
5.    Minor dents in fuselage AFT of Left main door
6.    7 each external doublers inside #2 engine S duct
7.    External doubler station 440 lower Left side fuselage skin
8.    Deep scratch station 650 lower Left Side fuselage skin
9.    Latches for external air conditioning connection damaged
10.   External repair #1 Left leading edge flap
11.   Dent in #1 Left leading edge flap center
12.   External repair #2 Left leading edge flap
13.   External repair #3 Left leading edge flap
14.   External repair inboard of Left wing fuel vent box on inspection plate
15.   External repair outboard flap jack screw cover
16.   Dent in left outboard trailing edge flap 18 inches from inboard bottom end
17.   Left inboard flap has dent bottom side 12 inches from outboard end - Also
      dents between flap fairings
18.   External repair on fuselage at Left rear service door at station 1030
19.   External repair at Left rear service door station 1070
20.   #1 Engine Thrust Reverser does not have speed kit installed
21.   Right leading edge inboard flap has 3 external repairs
22.   Right leading edge outboard flap has external repair
23.   #7 leading edge slat Right wing has external repair
24.   Right wing outboard flap has dent bottom of flap 18 inches from outboard
      end. Also dent between flap fairings
25.   External doubler on top Right wing middle ground spoiler
26.   Several dents on inboard flap top trailing edge inboard end
27.   External doubler Right side fuselage at 3rd window behind rear emergency
      window
28.   External doubler Right side fuselage at 5th window behind rear emergency
      window
29.   Several dents on inboard flap bottom side trailing edge inboard end and
      between flap fairings
30.   Two external repairs on bottom of AFT stair
31.   Overhead panel row 8 center retension is broken out and covered with metal
      peace
32.   Seats 29F, 30D & E do not have tray tables


                                 Page 52d of 56
<PAGE>

        EXHIBIT B: FORM OF AIRCRAFT RETURN RECEIPT AND LEASE TERMINATION

      The undersigned FIRST SECURITY BANK OF UTAH, N.A., not in its individual
capacity but solely as owner trustee under that certain Trust Agreement 1989-4
dated as of December 13, 1989, and amended as of March 1, 1990 ("Lessor") has
inspected the following described Aircraft in conjunction with its return to the
Lessor under the Aircraft Lease Agreement dated as of January 1, 1996 (the
"Lease") by and between Lessor and SUNWORLD INTERNATIONAL AIRLINES, INC.
("Lessee"). Lessor hereby certifies that said Aircraft has been found to be in
the condition required by the Lease, except for the discrepancies agreed to by
the parties, listed below. Lessor hereby accepts return of the Aircraft from
Lessee and acknowledges receipt thereof.

Airframe: Boeing model 727-251A, serial number 21161, US registration N282US
Total hours: _____ Total cycles: _____
Time since C check:_____ Time since D check: _____

Engine No. 1: Pratt & Whitney model JT8D-15A engine, manufacturer serial number
696523.
SEE. ATTACHED DISK SHEET DATED _______, 199_

Engine No. 2: Pratt & Whitney model JT8D-15A engine, manufacturer serial number
696520.
SEE. ATTACHED DISK SHEET DATED _______, 199_

Engine No. 3: Pratt & Whitney model JT8D-15A engine, manufacturer serial number
695260.
SEE. ATTACHED DISK SHEET DATED _______, 199_

Landing gear time remaining until next scheduled overhaul: L ___ hours, R ___
hours, N ___ hours

Auxiliary power unit:   manufacturer ______ serial number______
Time since hot section inspection:______

Avionics (specified by manufacturer): see attachment consisting of _____ pages

Interior configuration:

Loose equipment: [SPECIFY GALLEY EQUIPMENT, EXTRA SEATS, ETC.]

Operating weights:  Maximum ramp weight:
                    Maximum gross take-off weight:
                    Maximum landing weight:


                                  Page 53 of 56
<PAGE>

                    Zero fuel weight:

Discrepancies in components returned (see Schedule 1 to Lease Supplement and
Receipt):


Discrepancies in Aircraft Documents (see Schedule 2 to Lease Supplement and
Receipt):


Discrepancies in Aircraft return condition (see Lease Section 6):


Lessor and Lessee each agree with the other in respect to said Aircraft:

1.    The parties shall execute and deliver an FAA Aircraft Registry Lease
      Termination in the form attached hereto as Schedule 1.

2.    Without waiver or release of (i) the foregoing discrepancies, or (ii) all
      indemnities of Lessee under the Lease which, by the terms of the Lease,
      survive Expiry of the Lease, the Lease is hereby terminated.

Executed this _____ day of _____, 1998, at ____________.

FIRST SECURITY BANK OF UTAH, N.A.,
not in its individual capacity but solely
as owner trustee under that certain
Trust Agreement 1989-4 dated as of December 13, 1989,
and amended as of March 1, 1990,
      the Lessor


By:
Title:

SUNWORLD INTERNATIONAL AIRLINES, INC.,
      the Lessee


By:
Title:


                                  Page 54 of 56
<PAGE>

                              EXHIBIT B SCHEDULE 1

                              FAA AIRCRAFT REGISTRY
                              TERMINATION OF LEASE

      The undersigned FIRST SECURITY BANK OF UTAH, N.A., not in its individual
capacity but solely as owner trustee under that certain Trust Agreement 1989-4
dated as of December 13, 1989, and amended as of March 1,1990 ("Lessor") and
SUNWORLD INTERNATIONAL AIRLINES, INC. ("Lessee") are parties to that certain
Aircraft Lease Agreement dated as of January 1, 1996 (as amended, the "Lease")
by and between Lessor and Lessee, which Lease was recorded by the FAA Aircraft
Registry on __________ as conveyance number ____________, and which Lease covers
Boeing model 727-251A airframe, serial number 21161, registration mark N282US,
equipped with three Pratt & Whitney model JT8D-15A engines, serial numbers
696529, 696520 and 695260 (collectively, the "Aircraft").

      The Lease has been terminated on _________, 199__, and the Aircraft is no
longer subject to the terms and provisions thereof.

FIRST SECURITY BANK OF UTAH, N.A.,
not in its individual capacity but solely
as owner trustee under that certain
Trust Agreement 1989-4 dated as of December 13, 1989,
and amended as of March 1, 1990,
      the Lessor


By:
Title:

SUNWORLD INTERNATIONAL AIRLINES, INC.
      the Lessee


By:
Title:

                                  Page 55 of 56
<PAGE>

                           EXHIBIT C: FORM OF GUARANTY

                               GUARANTY AGREEMENT

      This Guaranty Agreement ("Guaranty) dated as of January 19, 1996, is made
by Columbia Sussex Corporation, a corporation organized under the laws of
Kentucky ("Guarantor").

                                   WITNESSETH:

      WHEREAS, FIRST SECURITY BANK OF UTAH, National Association, ("Lessor"), a
national banking association organized and existing under the laws of the United
States, not in its individual capacity but solely as owner trustee under that
certain Trust Agreement "AFG/Northwest Airlines 1989-4 Trust" dated as of
December 13, 1989, and Amended as of March 1, 1990, has agreed to enter into
that certain Aircraft Lease Agreement dated as of January 19, 1996 (the "Lease")
pursuant to which it is to lease the Aircraft defined therein to SUNWORLD
INTERNATIONAL AIRLINES, INC., a Kentucky corporation ("Lessee"), and

      WHEREAS, Lessor has agreed to enter into the Lease with Lessee but only if
Lessee's obligations under the Lease are guaranteed by Guarantor.

      NOW, THEREFORE, in consideration of the premises and in order to induce
Lessor, as requested by Guarantor, to enter into the Lease, Guarantor does
hereby represent, covenant and agree with Lessor as follows:

I.    GUARANTY OBLIGATIONS

      1.1  Guarantor hereby absolutely and unconditionally guarantees to Lessor,
the punctual and faithful payment and performance of all of the Liabilities (as
hereinafter defined) of Lessee to Lessor under the Lease (whether such
Liabilities are now existing or arise hereafter); and the strict performance and
observance by Lessee of all of the terms, covenants and conditions contained in
the Lease. As used herein, the term "Liabilities" includes, without limitation,
any and all Basic Rent, Supplemental Rent and undertakings of Lessee to Lessor
of every kind and description under the Lease (including, also, without
limitation, reasonable costs and expenses incurred by the Lessor in attempting
to collect or enforce any of the foregoing including reasonable attorneys' fees)
including interest on any such amounts accrued in each case from the due date
thereof to the date payment is received by Lessor provided, however, interest
due Lessor hereunder as Supplemental Rent shall not also be payable to Lessor a
second time because of the provisions of this sentence.


                                      -56-
<PAGE>

      1.2  This Guaranty is an absolute, unconditional and continuing guaranty
of the full and punctual payment and performance by Lessee of the Liabilities
and not of their collectibility only. The liabilities and obligations of
Guarantor hereunder may be enforced without any suit or action against Lessee or
any other guarantor of any of the Liabilities, without regard or resort to any
security or other means of obtaining payment of the Liabilities which Lessor may
now or hereafter have or hold, and without the performance or occurrence of any
other condition or contingency whatsoever; provided, however, that the exercise
or attempted exercise, at any time or times, of any or all of such rights and
remedies as Lessor may have against Lessee, or with respect to any security for
liabilities or under any other guaranty of Liabilities shall not affect, reduce,
modify or impair, in any manner whatsoever, the liabilities and obligations of
the Guarantor hereunder, except and to the extent Lessor has received payment or
performance of such Liabilities of Lessee. Guarantor hereby unconditionally
waives to the fullest extent permitted by law (except to the extent specifically
provided in this Guaranty) demand, or notice of any nature. Payments by
Guarantor hereunder shall be unlimited in amount with respect to its guaranty of
the Liabilities, as defined above.

      1.3  Guarantor hereby waives any and all suretyship defenses and defenses
in the nature thereof; and agrees that enforcement of this Guaranty shall not be
affected, reduced, modified or impaired by any dealing by Lessor with Lessee or
anyone else who may now or hereafter become liable in any manner for any of the
Liabilities, in such manner as Lessor, in its sole discretion, may deem fit,
except to the extent that Lessor has waived or released in writing any
Liabilities and except and to the extent Lessor has received payment or
performance of such Liabilities by Lessee. If for any reason, Lessee has no
legal existence or is under no legal obligation to discharge any of the
Liabilities; or if, by operation of law or for any other reason, moneys included
in the Liabilities have become irrecoverable from Lessee, or if any security for
any of the Liabilities or if any other guaranty thereof is invalid, defective or
unenforceable, this Guaranty shall be binding upon Guarantor to the same extent
as if Guarantor were at all time primarily obligated on the Liabilities.

      1.4  No setoff, counterclaim, reduction or diminution of any Liabilities,
or any defense of any kind or nature, which Guarantor has or may have against
Lessee, shall be available hereunder to Guarantor against Lessor.

      1.5  This Guaranty shall remain in full force and effect regardless of any
payment hereunder or of any reduction in, or modification or alteration of the
Liabilities, until such time as


                                      -57-
<PAGE>

all Liabilities not waived or released by Lessor in writing and all liabilities
and obligations of Guarantor hereunder have been paid and performed in full.
Guarantor's obligations under this Guaranty shall be immediately extinguished
upon the full, complete and faithful performance by Lessee of all of its
Liabilities. So long as this Guaranty remains in force, as aforesaid, Guarantor
will not, (x) by paying any sum recoverable hereunder (whether or not demanded
by the Lessor) or by any means or on any other ground, claim any set-off or
counterclaim against Lessee in respect of any liability of Guarantor to Lessee
or, (y) in bankruptcy or insolvency proceedings of any nature, prove in
competition with Lessor in respect of any payment hereunder or in any such
proceeding be entitled to have the benefit of any counterclaim or proof of claim
or dividend or payment by or on behalf of Lessee or the benefit of any other
security for any of the Liabilities which, now or hereafter, Lessor may hold or
in which it may have any share. All payments by Guarantor hereunder shall be
made in lawful money of the United States of America in immediately available
funds and, so long as the person or entity entitled thereto is a United States
person within the meaning of the Internal Revenue Code, without any deduction or
withholding of any kind.

      1.6  Guarantor hereby confirms that this Guaranty shall remain in full
force and effect notwithstanding that:

            (a)   the obligations of the Lessee under the Lease are discharged,
                  extinguished, terminated, rescinded, avoided or suspended
                  (whether pursuant to any provision of the Lease or otherwise)
                  by virtue of any breach on the part of the Lessee, under the
                  doctrine of frustration, as a result of the liquidation of the
                  Lessee or any action taken in such liquidation (for example, a
                  disclaimer), except by payment or performance thereof; or

            (b)   subject to the provisions of the Lease, performance of the
                  Lease by the Lessee becomes impossible or illegal;

and, in particular, the Lessor shall be entitled to recover under this Guaranty
in respect of any payment or obligation (including any obligation of paying
interest) which the Lessor would have received under the Lease but for the
occurrence of any of the circumstances described in subsections (a) or (b)
above.

      1.7  If the Lease is disclaimed in a liquidation of the Lessee:

            (a)   so long as any amounts or obligations then due from the
                  Guarantor under this Guaranty remain unpaid or unperformed, as
                  the case may be, the


                                      -58-
<PAGE>

                  Guarantor shall not, in respect of any payment which it makes
                  or any liability which it has, under this Guaranty or the
                  Lease, claim any amount from the Lessee, make or enforce any
                  security against any asset of the Lessee, or claim any set off
                  against any sum from it to the Lessee; and

            (b)   the Guarantor shall not, in respect of such payment or
                  liability, prove in the liquidation of the Lessee, except
                  that, if the Guarantor shall have paid and/or performed all of
                  its obligations then due hereunder, it shall be subrogated to
                  all rights of Lessor against Lessee, and the Guarantor may, by
                  exercise of that statutory right, prove for any loss or damage
                  suffered by the Lessor, and otherwise as its interests may
                  appear.

II.   REPRESENTATIONS AND WARRANTIES

      Guarantor hereby represents and warrants to Lessor as follows:

      2.1   (a)  Guarantor is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Kentucky, is duly qualified
to do business and in good standing in each jurisdiction where the character of
its business and the ownership of its property, as now conducted or owned or as
proposed to be conducted or owned, requires such qualification;

            (b)  The execution, delivery and performance by Guarantor of this
Guaranty have been duly authorized by all necessary corporate action on the part
of the Guarantor, are not inconsistent with its Certificate of Incorporation or
By-Laws, do not violate any law or governmental rule, regulation or order
applicable to Guarantor, do not and will not contravene any provision of, or
constitute a material default under, any indenture, mortgage, contract or other
instrument to which it is bound and, upon execution and delivery hereof, will
constitute a legal, valid and binding agreement of Guarantor, enforceable in
accordance with its terms;

            (c)  No consent or approval by governmental authority or agency is
required with respect to the execution, delivery and performance by Guarantor of
this Guaranty;

            (d)  There are no litigations or proceedings pending against it not
covered by insurance which, if adversely determined, would have a materially
adverse effect on Guarantor or would prevent or hinder the performance by it of
its obligations hereunder;


                                      -59-
<PAGE>

      2.2  Guarantor will provide an opinion of its counsel confirming (subject
to standard exceptions) that:

            (a)  Guarantor is a corporation duly incorporated, validly existing,
in good standing and is duly qualified to do business under the laws of the
Commonwealth of Kentucky,

            (b)  The execution, delivery and performance of Guarantor of this
Guaranty have been duly authorized by all necessary corporate action on the part
of Guarantor, are not inconsistent with its Certificate of Incorporation or
By-Laws, do not violate any law or governmental rule, regulation or order
applicable to Guarantor and this Guaranty is the legal, valid and binding
agreement of the Guarantor, enforceable in accordance with its terms;

            (c)  No consent or approval by any governmental authority or agency
of the United States or the Commonwealth of Kentucky is required with respect to
the execution, delivery and performance by Guarantor of this Guaranty.

III.  DEFAULT

      3.1  The following described events shall constitute "Events of Default"
hereunder:

            3.1.1  An "Event of Default" as defined in Section 13.3 of the Lease
shall occur and remain unremedied.

            3.1.2  An "Event of Default" as defined in Sections 13.1 and 13.2 of
the Lease shall occur and remain unremedied for a period of three Business Days
after written notice thereof to Guarantor;

            3.1.3  An "Event of Default" as defined in Section 13.4, 13.5, 13.6,
13.7 and 13.8 of the Lease shall occur and remain unremedied for 10 days
following notice thereof from Lessor to Guarantor or such longer period of time
as is reasonably required to cure such Event of Default provided the Guarantor
is diligently attempting such cure and such default does not result in a
material risk to the Aircraft or Lessor's title thereto.

            3.1.4  The Guarantor shall:

            (a)  admit its inability to pay its debts generally as they become
due or otherwise acknowledging its insolvency;


                                      -60-
<PAGE>

            (b)  file a petition in bankruptcy or for reorganization or for the
adoption of an arrangement under the Bankruptcy Code (or similar laws of the
United States of America, or any other jurisdiction which relates to the
liquidation or reorganization of companies or the modification or alteration of
the rights of creditors, each such law, as from time to time in effect, being
sometimes referred to as a "bankruptcy act", each as now or in the future
amended) or an answer or other pleading admitting or failing to deny the
material allegations of such a petition or seeking, consenting to or acquiescing
in the relief therein provided; or

            (c)  make an assignment, or so-called trust mortgage or the like,
for the benefit of its creditors or by its making a proposal to its creditors
under the bankruptcy act; or

            (d)  consent to the appointment of a receiver or trustee (or other
persons performing a similar function) for the Aircraft or for all or a
substantial part of its property; or

            (e)  be adjudicated a bankrupt; or

            (f)  suffer the entry of, or be the subject of, a court order for
all or a substantial part of its property which order shall not be vacated, set
aside, bonded, or stayed within 60 days from the date of entry; (i) appointing a
receiver or a trustee for all or a substantial part of its property, or (ii)
approving a petition filed or application made against it for, or effecting an
arrangement in bankruptcy or for a reorganization or other relief pursuant to
any bankruptcy act or for any other judicial modification or alteration of the
rights of creditors; or

            (g)  have all or a substantial part of its property taken into
custody or be sequestrated by a court of competent jurisdiction, which custody
or sequestration shall not be suspended or terminated within 60 days (or such
longer period as the Lessor may agree in writing) from it inception.

            3.1.5  Any representation or warranty made in writing by the
Guarantor in this Guaranty, or in any certificate or written disclosure
delivered in connection with this Guaranty shall prove to have been false or
incorrect in any material respect on the date of such representation or
warranty.

            3.1.6  Twenty-five percent (25%) (calculated excluding current
maturities of long-term debt) or more of Guarantor's current liabilities, less
any disputed amounts and other than current maturities of long-term debt, shall
remain unpaid for 45 days or more beyon the due date;


                                      -61-
<PAGE>

            3.1.7  Guarantor shall be in default in the observance or
performance of any other covenant, condition or agreement to be observed or
performed by Guarantor hereunder and such default shall continue for a period of
30 days after written notice from Lessor.

IV.   MISCELLANEOUS

      4.1  No provision of this Guaranty can be changed, waived, discharged or
terminated except by an instrument in writing by Lessor and Guarantor expressly
referring to the provision of this Guaranty to which such instrument is related,
and no such waiver shall extend to, affect or impair any right with respect to
any liability or obligation which is not expressly dealt with therein. No course
of dealing or delay or omission on the part of Lessor in exercising any right or
remedy hereunder, shall operate as a waiver thereof or otherwise be prejudicial
thereto. The rights and remedies of Lessor hereunder are cumulative and not
exclusive of any other rights and remedies under any other guaranty by Guarantor
or under applicable law, and all such rights and remedies may be exercised
singly or concurrently.

      4.2  The Guarantor shall provide financial reports as required by Section
4.4.5 of the Lease.

      4.3  This Guaranty shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and shall be binding upon
Guarantor and its successors and assigns, and shall inure to the benefit of
Lessor and its successors and assigns.

      4.4  This Guaranty can be assigned by Lessor if the Lease is assigned
pursuant to its terms and shall be fully enforceable to the same extent as if
made to Lessor's assignee. This Guaranty cannot be assigned by Guarantor without
the prior written consent of Lessor.

      4.5  All capitalized terms not otherwise defined herein shall have the
meaning given to such terms in the Lease.

      4.6  Guarantor agrees that the federal and state courts located in the
Commonwealth of Massachusetts shall have non-exclusive jurisdiction to settle
any disputes which may arise out of or in connection with this Guaranty.

            4.6.1  Guarantor hereby waives any objection on the grounds of
inconvenient forum to any proceedings which relate to this Guaranty being
brought in the courts located in the Commonwealth of Massachusetts.

      4.7  All demands, notices and other communications pursuant to or relating
to this Guaranty shall be in writing and shall be


                                      -62-
<PAGE>

delivered in hand by courier or other means, or sent by registered air mail with
postage prepaid, or by telex or telefax with receipt confirmed by answerback or
other means, addressed as follows:

          (a)  If to Lessor:

               First Security Bank of Utah, National Association
               79 South Main Street
               Salt Lake City, Utah 84111

               Attention:     Corporate Trust Department
               Telecopier:    (801) ( 246-5799

with copies to:

               American Finance Group
               98 North Washington Street
               Boston, Massachusetts 02114

               Attention:     President
               Telecopier:    (617) 523-1410

          (b)  If to Guarantor:

               Columbia Sussex Corporation
               207 Grandview Drive
               Fort Mitchell, Kentucky 41017

               Attention:     Joseph E. Marquet

               Telecopier:    (606) 331-6383

with copies to:

               Winthrop, Stimson, Putnum & Roberts
               1 Battery Park Plaza
               New York, New York 10004

               Attention:     Ruth J. Weinstein

               Telecopier:    (212) 858-1500

or such other address as either party shall designate in a written notice to the
other party hereto. Any notice provided for herein shall be deemed to have been
effected when delivered in hand to an officer of the addressee, or if sent by
registered air mail or by courier or other similar means and if properly
addressed, either when received or on the seventh day following


                                      -63-
<PAGE>

the day of dispatch, which shall occur earlier. Notices sent by telex or telefax
shall be deemed to have been received when receipt is confirmed.

      IN WITNESS WHEREOF Guarantor has executed this Guaranty by its duly
authorized representative as of the date first above written.

GUARANTOR:
COLUMBIA SUSSEX CORPORATION


By: /s/ [ILLEGIBLE]
    -------------------------------

Title: Vice President - Finance
       ----------------------------

                                             ACKNOWLEDGED AND ACCEPTED BY:

                                             FIRST SECURITY BANK OF UTAH,
                                             NATIONAL ASSOCIATION, not in its
                                             individual capacity but solely as
                                             Trustee of the "AFG/Northwest
                                             Airline 1989-4 Trust"


                                             By: /s/ Greg A. Hawley
                                                 ---------------------------

                                             Title: Asst Vice President
                                                    ------------------------


                                      -64-
<PAGE>

            LEASE SUPPLEMENT AND RECEIPT dated January 19, 1996 between FIRST
SECURITY BANK OF UTAH, N.A., not in its individual capacity but solely as owner
trustee under that certain Trust Agreement 1989-4 dated as of December 13, 1989,
and amended as of March 1, 1990 (the "Lessor"), and Sunworld International
Airlines, Inc. (the "Lessee").

            The Lessor and the Lessee have heretofore entered into that certain
Aircraft Lease Agreement, dated as of January 1, 1996 (herein called the "Lease"
and the defined terms therein being hereinafter used with the same meanings),
relating to one Boeing model 727-251A aircraft, manufacturer serial number
21161. The Lease provides for the execution and delivery of a Lease Supplement
and Receipt.

            NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, the Lessor and the Lessee hereby agree as follows:

            A. THE LEASE. The Lease and all related Operative Documents to be
executed by the Lessee have been duly authorized, executed and delivered by
Lessee and constitute valid, legal, binding, and enforceable agreements of
Lessee. All of the terms and provisions of the Lease are hereby incorporated by
reference in this Lease Supplement and Receipt to the same extent as if fully
set forth herein. The parties confirm that the Delivery Date is the date of this
Lease Supplement and Receipt.

            B. THE AIRCRAFT. The Lessee hereby certifies that the Aircraft
described Schedule 1 hereto, consisting of 5 pages (including attachments) and
made a part hereof, and the Aircraft Documents described in Schedule 2 hereto,
consisting of 1 pages (including attachments) and made a part hereof, have been
delivered to the Lessee, inspected by the Lessee, and accepted under, and for
all purposes of, the Lease, all on the date hereof. Any qualifications to the
return conditions set forth in Lease Section 6 are attached hereto in Schedule
3. Lessee accepts delivery of the Aircraft "AS IS," "WHERE IS," AND SUBJECT TO
EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTION
4.3 OF THE LEASE.

            C. REPRESENTATIONS BY THE LESSEE. The Lessee hereby represents and
warrants to the Lessor that on the date hereof:

            1. The representations and warranties of the Lessee set forth in the
      Lease are true and correct in all material respects as though made on and
      as of the date hereof.

            2. The Lessee has satisfied or complied with all requirements set
      forth in the Lease to be satisfied or complied with on or prior to the
      date thereof.


<PAGE>

            3. No default or Event of Default under the Lease has occurred and
      is continuing on the date hereof.

            4. The Lessee has obtained, and there are in full force and effect,
      such insurance policies with respect to the Aircraft as are required to be
      obtained under the terms of the Lease.

            This Lease Supplement and Receipt may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

            IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease
Supplement and Receipt to be duly executed as of the date and year first above
written.

FIRST SECURITY BANK OF UTAH, National Association, not in its individual
capacity but solely as Owner Trustee under that certain Trust Agreement
"AFG/Northwest Airlines 1989-4 Trust" dated as of December 13, 1989, and amended
as of March 1, 1990,
           the Lessor


     /s/ Greg A. Hawley

By:      Greg A. Hawley
Title:   Assistant Vice President

SUNWORLD INTERNATIONAL AIRLINES, INC.
           the Lessee


     /s/ Terence O. Dennison

By:      Terence O. Dennison
Title:   Executive Vice President


                                  Page 48 of 56
<PAGE>

        SCHEDULE 1 TO LEASE SUPPLEMENT AND RECEIPT: AIRCRAFT DESCRIPTION

Airframe:                Boeing model 727-251A, serial number 21161, US
                         registration N282US

Total hours:             50598:33       Total cycles: 35609

Time since C check: 0    Time since D check: 0

Engine No.1:             Pratt & Whitney model JT8D-l5A engine, manufacturer
                         serial number 696253.

See. Attached disk sheet dated 9/15/95, 1995

Engine No. 2:            Pratt & Whitney model JT8D-15-A engine, manufacturer
                         serial number 696520.

See. Attached disk sheet dated 10/10/95, 1995

Engine No. 3:            Pratt & Whitney model JT8D-15-A engine, manufacturer
                         serial number 695260.

See. Attached disk sheet dated 10/10/95, 1995

Landing gear time since overhaul: L9309 hours, R6 hours, N17779 hours.

Auxiliary power unit: manufacturer Garrett serial number P36543. Time since hot
section inspection: 0

Avionics (specified by manufacturer): see attachment consisting of 3 pages. see
attachment A.

Interior configuration:  164 seats coach

Loose equipment:         [SPECIFY GALLEY EQUIPMENT, EXTRA SEATS, ETC.]
                         see attachment B.
                                                             *1        *2
                                                             --        --

Operating weights:       Maximum ramp weight:              177,500   187,500
                         Maximum gross take-off weight:    176,500   186,500
                         Maximum landing weight:           150,000   150,000
                         Zero fuel weight:                 138,000   141,000

*1 As delivered
*2 Weight per lease, awaiting FAA Engineering approval.
<PAGE>

         SCHEDULE 2 TO LEASE SUPPLEMENT AND RECEIPT: AIRCRAFT DOCUMENTS

                          AIRCRAFT DOCUMENTS CHECKLIST

1.     Avionics Installation List
2.     Original Manufacturer's Inventory List
3.     Current Component Inventory List (Northwest)
4.     Service Bulletin (SB) Accomplishment List (Northwest)
5.     Record of last Compass Swing
6.     List of Oils and Fluids
7.     FAA Approved Airplane Flight Manual (AFM)
8.     Manufacturer's Flight Crew Operating Manual (FCOM) (Northwest)
9.     Releasing Operator's Flight Crew Operating Manual (Northwest)
10.    Weight and Balance Manual; last weighing
11.    Minimum Equipment List (MEL) (Northwest)
12.    MEL Procedures manual (Northwest)
13.    Maintenance Manuals (Northwest)
14.    Wiring Diagram Manual; Termination and Equipment Lists (Northwest)
15.    Structural Repair Manual (SRM) (Northwest)
16.    Illustrated Parts Catalog (IPC) (Northwest)
17.    Aircraft/Cockpit Log Books (Northwest)
18.    Engine Log Books (Northwest)
19.    Auxiliary Power Unit (APU) Log Book (Northwest)
20.    Current, or last, Airworthiness Certificate
21.    Current, or last, Registration
22.    Current, or last, Radio License
23.    Supplemental Type Certificates (STC)
24.    Certificate of Sanitary Construction, Galleys
25.    Modification Records
26.    Form 337, major Repair and Alteration
27.    Major and Minor Repair Records
28.    Airworthiness Directive (AD) Accomplishment List
29.    Airworthiness Directive (AD) Records and Documentation
30.    Time Controlled Component (TCC) List, history and status (Northwest)
31.    Life Limited Part (LLP) List, history and status (Northwest)
32.    Scheduled Maintenance Check Status
33.    Total Time and Cycle Justification
34.    Maintenance Records
35.    Performance Manual (Northwest)
36.    Quick Reference Manual (Northwest)
<PAGE>

                   SCHEDULE 3 TO LEASE SUPPLEMENT AND RECEIPT;
                       QUALIFICATIONS TO RETURN CONDITIONS

           Lessor and Lessee hereby agree that the following particulars of the
condition of the Aircraft shall be qualifications to the return conditions set
forth in Section 6 of the Lease.

See Attachment C

           IN WITNESS WHEREOF, the Lessor and the Lessee have caused this
Schedule 3 to Lease Supplement and Receipt to be duly executed as of January __,
1996.

FIRST SECURITY BANK OF UTAH, National Association, not in its individual
capacity but solely as Owner Trustee under that certain Trust Agreement
"AFG/Northwest Airlines 1989-4 Trust" dated as of December 13, 1989, and amended
as of March 1, 1990,
           the Lessor


        /s/ Greg A. Hawley

By:     Greg  A. Hawley
Title:  Assistant Vice President

SUNWORLD INTERNATIONAL AIRLINES, INC.
           the Lessee


        /s/ Terence O. Dennison

By:     Terence O. Dennison
Title:  Executive Vice President


                                  Page 51 of 56
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Lower Yaw Damper Computer                    Sperry            4030952-901       77090124
-----------------------------------------------------------------------------------------------------
Audio Accessory Unit                         Bac               65-5280438        R00032
-----------------------------------------------------------------------------------------------------
GPW Computer                                 Bendix            2041033-8313      1043
-----------------------------------------------------------------------------------------------------
Passenger Address                            Collins           522-4538-002      6376
-----------------------------------------------------------------------------------------------------
ADF Receiver                                 Bendix            2087786-7302      4214
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       #1     Collins           618M-3            8416
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       #2     Collins           618M-3            6921
-----------------------------------------------------------------------------------------------------
Radio Altimeter                              Bendix            2067631-5315      5431
-----------------------------------------------------------------------------------------------------
Autopilot Access.                            Bac               65-24917-72       R00010S
-----------------------------------------------------------------------------------------------------
Pitch Control Channel (SP-50)                Sperry            2585804-4         0191616
-----------------------------------------------------------------------------------------------------
Static Inverter                              Bendix            39B168-B          1099
-----------------------------------------------------------------------------------------------------
Upper Yaw Damper Coupler                     Sperry            2588880-901       0190872
-----------------------------------------------------------------------------------------------------
ATC Transponder Mode C                       Collins           787-6211-003      2078
-----------------------------------------------------------------------------------------------------
Roll Control Channel (SP-150)                Sperry            4030951-901       80040705
-----------------------------------------------------------------------------------------------------
Fire & Overheat Detection Unit               Bac               65-24920-3        R00601
-----------------------------------------------------------------------------------------------------
Temperature Controller                       Sundstrand        548376-5          67C-859
-----------------------------------------------------------------------------------------------------
Anti-skid Control Unit                       Bac               10-61853-11       217C
-----------------------------------------------------------------------------------------------------
Air Data Computer                            Sperry            HG180U255         A-892/70
-----------------------------------------------------------------------------------------------------
Vertical Gyro Aux.                           Sperry            2587335-12        9024865
-----------------------------------------------------------------------------------------------------
Transformer Rectifier                 APU    Elden             D10-60011-2       740
-----------------------------------------------------------------------------------------------------
General Protection Panel              APU    Westinghouse      904F242-5         UB7895M
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     APU    Westinghouse      939D150-2         XA5009
-----------------------------------------------------------------------------------------------------
Bus Protection Panel                         Westinghouse      902F283-2         ZW1108A
-----------------------------------------------------------------------------------------------------
Transformer Rectifier Ext Power              Elden             D10-60011-2       7447530
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #2     G.E.              700662A           2709
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #3     G.E.              700662A           3380
-----------------------------------------------------------------------------------------------------
Directional Gyro                      #2     Sperry            2588302-2         78032190
-----------------------------------------------------------------------------------------------------
Vertical Gyro                         #2     Sperry            2587335-11        6088944
-----------------------------------------------------------------------------------------------------
Vertical Gyro                         #1     Sperry            2587335-11        7052215
-----------------------------------------------------------------------------------------------------
GPW Pressure Rate Sensor                     Collins           66-3444-9-001     01215
-----------------------------------------------------------------------------------------------------
Battery Charger                              Ledec             2-301-3           3736
-----------------------------------------------------------------------------------------------------
Autospeed Brake Controller                   Bac               65-8409-1         M00019
-----------------------------------------------------------------------------------------------------
VHF Transceiver                       Aux    Bendix            2070945-4301      1965
-----------------------------------------------------------------------------------------------------
Marker Receiver                              Bendix            MKA-28C           1679
-----------------------------------------------------------------------------------------------------
ILS Receiver                          #2     Collins           522-4280-102      4793
-----------------------------------------------------------------------------------------------------
ILS Receiver                          #1     Collins           522-4280-102      B1794
-----------------------------------------------------------------------------------------------------
DME                                   #1     Collins           622-2920-001      6497
-----------------------------------------------------------------------------------------------------
DME                                   #2     Collins           622-2920-001      6503
-----------------------------------------------------------------------------------------------------
Comparator Warning Monitor                   Collins           522-3948-002      322
-----------------------------------------------------------------------------------------------------
Flight Instrument Accessory Unit             Bac               65-60214-36       R00149
-----------------------------------------------------------------------------------------------------
Steering Computer                     #1     Collins           562A-5F4          1104
-----------------------------------------------------------------------------------------------------
Steering Computer                     #2     Collins           562A-5F4          1403
-----------------------------------------------------------------------------------------------------
Instrument AMP                        #1     Collins           52-3120-005       2757
-----------------------------------------------------------------------------------------------------
Instrument AMP                        #2     Collins           52-3120-004       791
-----------------------------------------------------------------------------------------------------
Window Heat Control                   R1     Pacific           231-2             2678
-----------------------------------------------------------------------------------------------------
Window Heat Control                   R2     Pacific           65-52803-8        R02557
-----------------------------------------------------------------------------------------------------
</TABLE>


Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 1 of 3
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Window Heat Control                   L1     Pacific           231-2             3570
-----------------------------------------------------------------------------------------------------
Window Heat Control                   L2     Pacific           231-2             4412
-----------------------------------------------------------------------------------------------------
Landing Gear Accessory Unit                  Bac               65-60211-32       00095
-----------------------------------------------------------------------------------------------------
Compass System Rack                   #2     Sperry            614937-101        8057427A
-----------------------------------------------------------------------------------------------------
Compass System Rack                   #1     Sperry            614937-101        5040270A
-----------------------------------------------------------------------------------------------------
LILS Receiver Aux                            Collins           522-4280-105      B638
-----------------------------------------------------------------------------------------------------
Flight Director Indicator             F/O    Collins           522-3752-001      140
-----------------------------------------------------------------------------------------------------
Course Director Indicator             F/O    Collins           522-3342-001      27
-----------------------------------------------------------------------------------------------------
Serve Altimeter                       F/O    Smith             WL708AMFAZ        AE151
-----------------------------------------------------------------------------------------------------
Radio Altimeter                       F/O    Bendix            INA-51A           7409
-----------------------------------------------------------------------------------------------------
VSI/TRA Indicator                     F/O    Honeywell         4067241-860       42046
-----------------------------------------------------------------------------------------------------
VSI Pressure Transducer               F/O    Honeywell         4067487-901       91020508
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #1     G.E.              JG298A4           E-256
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #2     G.E.              JG298A4           D-351
-----------------------------------------------------------------------------------------------------
Pressure Ration Indicator             #3     G.E.              JG298A4           E-195
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #1     G.E.              8DJ81-WAG4        V0087
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #2     G.E.              8DJ81-WAG4        S0177
-----------------------------------------------------------------------------------------------------
N1 Indicator                          #3     G.E.              8DJ81-WAG4        S3930
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #1     Lewis             152BL801E         62
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #2     Lewis             152BL801E         624
-----------------------------------------------------------------------------------------------------
Exhaust Gas Temperature               #3     Lewis             152BL801E         656
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #1     G.E.              8DJ81-LXHU        L3766
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #2     G.E.              8DJ81-LYV4        R6291
-----------------------------------------------------------------------------------------------------
N2 Indicator                          #3     G.E.              8DJ81-LYV4        R5893
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #1     G.E.              8DJ88-LWC         B987
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #2     G.E.              8DJ88-LWC         00265
-----------------------------------------------------------------------------------------------------
Fuel Flow Indicator                   #3     G.E.              8DJ88-LWC         M0350
-----------------------------------------------------------------------------------------------------
Outboard Flap Position Indicator             Memoor            18-1299-3         0574AN
-----------------------------------------------------------------------------------------------------
Inboard Flap Position Indicator              Memoor            18-1299-2         16299
-----------------------------------------------------------------------------------------------------
Autopilot Capture Indicator           F/O    Bac               75-0149-77        2367
-----------------------------------------------------------------------------------------------------
Airspeed Indicator                    F/O    Kollsman          A3615910057       1392
-----------------------------------------------------------------------------------------------------
Clock Indicator                       F/O    Wakemann          651-12-24-15      1222
-----------------------------------------------------------------------------------------------------
Machmeter                             F/O    Bac               10-60713-1        NT989
-----------------------------------------------------------------------------------------------------
ADF/VOR Compass RMI                   F/O    Sperry            CI-600            3070877
-----------------------------------------------------------------------------------------------------
Pneumatic Brake Pressure Indicator           US Gage           SRL-07AM          5739
-----------------------------------------------------------------------------------------------------
Hydraulic Brake Pressure Indicator           US Gage           SRL-07CA          5830
-----------------------------------------------------------------------------------------------------
Dime Indicator                        F/O    Collins           522-1859-033      4018
-----------------------------------------------------------------------------------------------------
Airspeed Indicator                    Capt.  Kollsman          A3615910057       1360
-----------------------------------------------------------------------------------------------------
Compass ADF/VOR RMI                   Capt.  Sperry            CI-600            24
-----------------------------------------------------------------------------------------------------
Clock Indicator                       Capt.  Wakemann          651-12-24-15      1219
-----------------------------------------------------------------------------------------------------
Machmeter                             Capt.  Bac               10-60713-1        NT1156
-----------------------------------------------------------------------------------------------------
DME Indicator                         Capt.  Collins           522-1859-033      C8002
-----------------------------------------------------------------------------------------------------
Flight Director Indicator             Capt.  Collins           522-3752-001      135
-----------------------------------------------------------------------------------------------------
Course Director Indicator             Capt.  Collins           522-3342-001      446
-----------------------------------------------------------------------------------------------------
Autopilot Capture Indicator           Capt.  Bac               75-0149-77        2371
-----------------------------------------------------------------------------------------------------
Rad/Alt. Indicator                    Capt.  Bendix            INA-51A           01988
-----------------------------------------------------------------------------------------------------
</TABLE>


Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 2 of 3
<PAGE>

                         SUNWORLD INTERNATIONAL AIRLINES

                                  Attachment A

                                AVIONICS LISTING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
     NOMENCLATURE                     POS    MANUFACTURER      PART NUMBER       SERIAL NUMBER
-----------------------------------------------------------------------------------------------------

<S>                                   <C>    <C>               <C>               <C>
-----------------------------------------------------------------------------------------------------
Baro-Altimeter                        Capt.  Kollsman          A3811910008       1752
-----------------------------------------------------------------------------------------------------
Total Air Indicator                   Capt.  Lewis             161BL501          B545
-----------------------------------------------------------------------------------------------------
Servo Altimeter                       Capt.  Smith             WL1152AM8         AE968
-----------------------------------------------------------------------------------------------------
VSI/TRA Indicator                     Capt.  Honeywell         4067241-860       11532
-----------------------------------------------------------------------------------------------------
VSI Pressure Transducer               Capt.  Honeywell         4067487-901       91010491
-----------------------------------------------------------------------------------------------------
Standby Horizon Indicator                    Sfena             705-7V9           19728
-----------------------------------------------------------------------------------------------------
Altitude Alert                               Honeywell         JG1052AA03        U-12
-----------------------------------------------------------------------------------------------------
Elevator & Rudder Position Indicator         Sperry            248541            00286
-----------------------------------------------------------------------------------------------------
Radar Indicator                              Bendix            66-3442-9-0002    03141
-----------------------------------------------------------------------------------------------------
VOR/DME Control Panel                 Capt.  Gables            G-4578            138
-----------------------------------------------------------------------------------------------------
ADF Control Panel                     Capt.  Bendix            2087780-7308      3141
-----------------------------------------------------------------------------------------------------
Radar Control Panel                          Gables            G-4104            96
-----------------------------------------------------------------------------------------------------
Flight Director Control Panel         Capt.  Collins           777-1253-001      102
-----------------------------------------------------------------------------------------------------
Instrument Warning                    Capt.  Gables            G-2662            27
-----------------------------------------------------------------------------------------------------
Transponder Control Panel             F/O    Gables            G-6993-03         00214
-----------------------------------------------------------------------------------------------------
Lighted Flight Counter                       Dexter-Wilson     600               4275
-----------------------------------------------------------------------------------------------------
Flight Director Control Panel         F/O    Collins           777-1253-001      47
-----------------------------------------------------------------------------------------------------
VOR/DME Control Panel                 F/O    Gables            G-4578            86
-----------------------------------------------------------------------------------------------------
Frequency and Load Controller         #1     G.E.              700662B           3798
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #1     Westinghouse      939D150-2         UW3601M
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #2     Westinghouse      939D150-2         SB5430
-----------------------------------------------------------------------------------------------------
Voltage Regulator                     #3     Westinghouse      939D150-2         PY3961M
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #1     Bac               10-3257-3         5474
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #2     Bac               10-3257-3         5205
-----------------------------------------------------------------------------------------------------
Transformer/Rectifier                 #3     Bac               10-3257-3         5256
-----------------------------------------------------------------------------------------------------
General Protection Panel              #3     Westinghouse      902F242-5         OB7667
-----------------------------------------------------------------------------------------------------
General Protection Panel              #2     Westinghouse      902F242-5         UJ599M
-----------------------------------------------------------------------------------------------------
General Protection Panel              #1     Westinghouse      902F242-5         RO3532
-----------------------------------------------------------------------------------------------------
TCAS Processor                               Honeywell         4066010-904       91020299
-----------------------------------------------------------------------------------------------------
Transponder Mode S                           Collins           TPR-720           1741
-----------------------------------------------------------------------------------------------------
Radar Transceiver                            Bendix            66-3442-9-0004    02329
-----------------------------------------------------------------------------------------------------
Main Battery                                 Sonotone          CA-727-3          120406
-----------------------------------------------------------------------------------------------------
Flight Data Recorder                         Sundstrand        980-4100-GQUS     8378
-----------------------------------------------------------------------------------------------------
Accelerometer                                Sundstrand        3001-01-101-2     9510-2132
-----------------------------------------------------------------------------------------------------
Windshear Computer                           Honeywell         4061048-904       90040242
-----------------------------------------------------------------------------------------------------
Windshear Switching Unit                     ASM               103006-001-01     134
-----------------------------------------------------------------------------------------------------
Windshear Switching Unit                     ASM               103006-001-01     109
-----------------------------------------------------------------------------------------------------
Selcal Encoder                               Motorola          NA135PH50         Unk
-----------------------------------------------------------------------------------------------------
Selcal Control Panel                         Gables            G1402             85
-----------------------------------------------------------------------------------------------------
</TABLE>


Revision: IR                                           Section: Avionics Listing
Revision Date: 11/1/95                                               Page 3 of 3
<PAGE>

                                  ATTACHMENT B

Loose Equipment:

  1 each     Right Hand Coat Closet

  1 each     Left Hand Movable Bulkhead

  1 each     Left Hand Triple Seat Assy

  6 each     First Class Seat Assys

  2 each     Galley Carts

  9 each     Oven Tray Carriers with 54 Trays

 12 each     Large Carriers

  6 each     Small Carriers

  6 each     Coffee Pots

  4 each     Trash Cans
<PAGE>

                                  ATTACHMENT C

1.     External doubler at Left cockpit sliding window
2.     External doubler at Left windshield
3.     External doubler at Right cockpit sliding window
4.     Dent in fuselage above #3 Left cockpit window
5.     Minor dents in fuselage AFT of Left main door
6.     7 each external doublers inside #2 engine S duct
7.     External doubler station 440 lower Left side fuselage skin
8.     Deep scratch station 650 lower Left Side fuselage skin
9.     Latches for external air conditioning connection damaged
10.    External repair #1 Left leading edge flap
11.    Dent in #1 Left leading edge flap center
12.    External repair #2 Left leading edge flap
13.    External repair #3 Left leading edge flap
14.    External repair inboard of Left wing fuel vent box on inspection
       plate
15.    External repair outboard flap jack screw cover
16.    Dent in left outboard trailing edge flap 18 inches from inboard bottom
       end
17.    Left inboard flap has dent bottom side 12 inches from outboard end - Also
       dents between flap fairings
18.    External repair on fuselage at Left rear service door at station 1030
19.    External repair at Left rear service door station 1070
20.    #1 Engine Thrust Reverser does not have speed kit installed
21.    Right leading edge inboard flap has 3 external repairs
22.    Right leading edge outboard flap has external repair
23.    #7 leading edge slat Right wing has external repair
24.    Right wing outboard flap has dent bottom of flap 18 inches from
       outboard end. Also dent between flap fairings
25.    External doubler on top Right wing middle ground spoiler
26.    Several dents on inboard flap top trailing edge inboard end
27.    External doubler Right side fuselage at 3rd window behind rear
       emergency window
28.    External doubler Right side fuselage at 5th window behind rear
       emergency window
29.    Several dents on inboard flap bottom side trailing edge inboard end and
       between flap fairings
30.    Two external repairs on bottom of AFT stair
31.    Overhead panel row 8 center retension is broken out and covered with
       metal peace
32.    Seats 29F, 30D & E do not have tray tables