Exhibit 99 (k)

Final  Version
Date  6/28/02

LEASE  AGREEMENT  HAS  BEEN EXECUTED IN SEVERAL COUNTERPARTS.  TO THE EXTENT, IF
ANY,  THAT  THIS  LEASE  AGREEMENT  CONSTITUTES  CHATTEL  PAPER (AS SUCH TERM IS
DEFINED  IN  THE  UNIFORM  COMMERCIAL  CODE  AS  IN  EFFECT  IN  ANY  APPLICABLE
JURISDICTION),  NO  SECURITY  INTEREST  IN  THIS  LEASE AGREEMENT MAY BE CREATED
THROUGH  THE  TRANSFER  OR  POSSESSION  OF  ANY COUNTERPART OTHER THAN THE FIRST
ORIGINAL  EXECUTED  COUNTERPART  CONTAINING  THE  RECEIPT  EXECUTED  BY  LESSOR.




LEASE  AGREEMENT

dated  June  28,  2002

between

U.S.  BANK  NATIONAL  ASSOCIATION,  a  national  banking association, not in its
individual  capacity  except  as  expressly  set  forth in this Agreement but as
"Owner  Trustee"  pursuant  to  the  Trust Agreement ("Owner Trustee" and "Trust
Agreement"  defined  herein)

     (Lessor)

     -  and  -

     CYGNUS  AIR,  S.A.
     (Lessee)
     ___________________________________

     -  relating  to  -
     DC8-73F
     Manufacturer's  Serial  No:  46133
     Registration  Number  N961R
Equipped  with  four  (4)  CFM  International,  Inc.  56-2C1  Engines  bearing
manufacturer's  serial  numbers  692514,  692542,  692543,  and  692506.
     _____________________________________


                              Original  1  of   6

TABLE  OF  CONTENTS

Section     Page

1.     DEFINITIONS  AND  INTERPRETATION     1
1.1     Definitions     1
1.2     Interpretation     10
2.     REPRESENTATIONS  AND  WARRANTIES     10
2.1     Lessee's  Representations  and  Warranties     10
2.2     Lessee's  Further  Representations  and  Warranties     12
2.3     Lessee  Continuing  Representation     14
2.4     Lessor's  Representations  and  Warranties     14
2.5     Lessor  Continuing  Representation     16
3.     CONDITIONS  PRECEDENT  AND  SUBSEQUENT     15
3.1     Lessor's  Documentary  Conditions  Precedent     15
3.2     Lessor's  Additional  Condition  Precedent  and  Lessor's  Waiver     19
3.3     Lessee's  Conditions  Precedent     19
3.4     Lessor's  Conditions  Subsequent     21
4.     COMMENCEMENT     21
4.1     Leasing     21
4.2     Delivery     21
4.3     Delivery  Inspection  and  Correction     21
4.4     Acceptance  and  Risk     22
4.5     Lessor  Failure  to  Deliver     24
5.     PAYMENTS     23
5.1     Basic  Rent     23
5.2     Maintenance  Reserves     23
5.3     Payment  Method     24
5.4     No  Set-Off,  Gross  Up     25
5.5     Taxation     27
5.6     Information     30
5.7     Taxation  of  Indemnity  Payments     30
5.8     Default  Interest     31
5.9     Net-Lease     31
5.10     Deposit     32
5.11     Lease  Reimbursement  of  Maintenance  Reserves     33
5.12     Lessee  Setoff     36
6.     MANUFACTURER'S  WARRANTIES     34
6.1     Assignment     34
6.2     Proceeds     34
6.3     Parts     35
6.4     Agreement     35
7.     LESSOR'S  COVENANTS  AND  DISCLAIMERS     35
7.1     Quiet  Enjoyment     35
7.2     Registration  and  Filings     35
7.3     Exclusion     35
7.4     Lessee's  Waiver     36
7.5     Lessee's  Confirmation     36
7.6     Lessor  Contribution     36
7.7     Lessor  Use  of  Irrevocable  Power  of  Attorney     39
8.     LESSEE'S  COVENANTS     37
8.1     Duration     37
8.2     Information     37
8.3     Lawful  and  Safe  Operation     39
8.4     Taxes  and  Other  Charges     40
8.5     Sub-Leasing     41
8.6     Inspection     41
8.7     Protection  of  Title     42
8.8     General     43
8.9     Records     44
8.10     Registration  and  Filings     44
8.11     Maintenance  and  Repair     45
8.12     Removal  of  Engines  and  Parts     47
8.13     Installation  of  Engines  and  Parts     47
8.14     Non-Installed  Engines  and  Parts     48
8.15     Pooling  of  Engines  and  Parts     49
8.16     Equipment  Changes     49
8.17     Title  to  Parts     49
8.18     Third  Parties     50
8.19     Redelivery  Preparation     53
9.     INSURANCE     50
9.1     Public  Liability  and  Property  Damage  Insurance     53
9.2     Insurance  Against  Loss  or  Damage     53
9.3     Required  Policy  Designations  and  Provisions     54
9.4     Excess  Insurance     55
9.5     Application  of  Insurance  Proceeds  for  an  Event  of  Loss     55
9.6     Application of Insurance Proceeds for Other than an Event of Loss     55
9.7     Application  in  Default     55
9.8     Certificates  of  Insurance     55
9.9     Reinsurance     56
10.     INDEMNITY     53
11.     EVENTS  OF  LOSS     54
11.1     Total  Loss     54
11.2     Requisition     55
12.     RETURN  OF  AIRCRAFT     56
12.1     Redelivery     56
12.2     Final  Inspection     56
12.3     Non-Compliance     57
12.4     Export  Documentation     58
12.5     Acknowledgment     58
13.     DEFAULT     58
13.1     Events     58
13.2     Rights     61
13.3     Repossession  and  Removal     62
13.4     Default  Payments     62
13.5     Acceleration     67
14.     ASSIGNMENT  AND  TRANSFER     63
14.1     No  Assignment  by  Lessee     63
14.2     Lessor  Assignment     63
14.3     Grants  of  Security  Interests     65
14.4     Further  Acknowledgments     66
15.     MISCELLANEOUS     67
15.1     Waivers;  Remedies  Cumulative     67
15.2     Delegation     67
15.3     Certificates     67
15.4     Appropriation     67
15.5     Currency  Indemnity     67
15.6     Severability     68
15.7     Remedy     68
15.8     Expenses     68
15.9     Time  of  Essence     68
15.10     Notices     68
15.11     Sole  and  Entire  Agreement     70
15.12     Indemnities     71
15.13     Counterparts     71
15.14     Confidentiality     71
15.15     Concerning  Lessor     76
     15.16     Concerning  Specific  Lender                    76
15.17     Translation  Conflicts     76
16.     DISPUTE  RESOLUTION     76
16.1     Governing  Law  and  Jurisdiction     76
16.2     Exclusive  Jurisdiction  in  New  York     77
16.3     Waiver     77
     16.4     Agent  for  Service  of  Process                   77
     16.5     Survival  of  Obligations                      77


SCHEDULE  1  --  DESCRIPTION  OF  AIRCRAFT
SCHEDULE  2  --  CERTIFICATE  OF  ACCEPTANCE
SCHEDULE  3  --  CONDITION  AT  DELIVERY
SCHEDULE  4  --  OPERATING  CONDITION  AT  REDELIVERY
SCHEDULE  5  --  FORM  OF  LEGAL  OPINION
SCHEDULE  6  --  FORM  OF  MONTHLY  STATUS  REPORT
SCHEDULE  7  --  BASIC  RENT,  DEPOSIT,  AGREED  VALUE
AND  MAINTENANCE  RESERVES
SCHEDULE  8--  LESSOR  CONTRIBUTION
SCHEDULE  9--  IRREVOCABLE  POWER  OF  ATTORNEY  AND  IRREVOCABLE  INSTRUCTION

LEASE  AGREEMENT


This  LEASE  AGREEMENT,  dated June 28, 2002 (this "Agreement"), is between U.S.
Bank National Association, a national banking association, not in its individual
capacity except as expressly set forth as Trust Company in this Agreement but as
Owner  Trustee  pursuant  to the Trust Agreement (as further defined herein, the
"Lessor"),  and  Cygnus  Air, S.A., a corporation formed under the laws of Spain
(the  "Lessee").

RECITALS:
(A)     The  Aircraft  is  owned  by  that certain trust created pursuant to the
Trust  Agreement  (defined  herein).

(B)     The  Aircraft  is  subject to that certain UBK Mortgage (defined herein)
granted  in  favor  of  The  United  Bank  of  Kuwait  PLC.

(C)     Lessor and Lessee wish to provide for the leasing of the Aircraft to the
Lessee  upon  and subject to the covenants, terms and conditions set out in this
Agreement.

In  consideration of the foregoing and for other good and valuable consideration
whose  receipt  and sufficiency Lessor and Lessee hereby acknowledge, Lessor and
Lessee  agree  as  follows:

1.     DEFINITIONS  AND  INTERPRETATION

1.1     Definitions

In  this  Agreement  the  following  terms  shall,  unless the context otherwise
requires,  have  the  following  respective  meanings:

     Affiliate  means,  in  relation  to any Person, any other Person controlled
directly  or  indirectly by that Person, any other Person that controls directly
or  indirectly  that  Person  or any other Person under common control with that
Person.  For  this purpose "control" of any Person means ownership of a majority
of  the  voting  power  of  the  Person.

Agreed  Maintenance  Performer  means  a  maintenance  facility  approved by the
Aviation  Authorities  and  the JAA or FAA and approved by Lessor, such approval
not  to  be  unreasonably  withheld.

Agreed Maintenance Program means the Lessee's current Maintenance Program as the
same  may  be  amended  from  time  to  time  with  the approval of the Aviation
Authorities.

Agreed Value means on any date the amount set forth for such date in Schedule 7.

Agreement  has  the  meaning  specified  in  the  preamble.

Aircraft  means  the  aircraft  described  in  Part  l of Schedule 1, including,
without  limitation,  the  Airframe  and all Engines, Parts, Loose Equipment and
Aircraft  Documents  and any airframe substituted pursuant to this Agreement for
such  Airframe  and any engine substituted pursuant to this Agreement for any of
said  Engines  hereunder.

Aircraft Documents means the documents, data and records identified in Part 2 of
Schedule  1 and all additions, renewals, revisions and replacements from time to
time  made  in  accordance  with  this  Agreement.

Airframe  means  the  Airframe  identified  on  Part  1  of  Schedule  1 to this
Agreement.

     Airframe  "C"  Check means a "D" Check pursuant to the Maintenance Program.

Airframe  "C" Check Reserves has the meaning ascribed to such term in Schedule 7
hereto.

Airframe  "E" Check Reserves has the meaning ascribed to such term in Schedule 7
hereto.

Applicable  Law  means  (i)  any law, statute, decree, constitution, regulation,
order,  judgment,  rule,  license,  permit, injunction or other directive of any
Governmental  Entity; (ii) any treaty, pact, compact or other agreement to which
any  Governmental  Entity  is  a  signatory  or  party;  (iii)  any  judicial
interpretation with binding characteristics or application of those described in
(i)  or  (ii)  above;  (iv)  any  administrative  interpretation  with  binding
characteristics  or application of those described in (i) or (ii) above; and (v)
any  amendment or revision of any of those described in (i), (ii), (iii) or (iv)
above,  and  in  each  case, which is applicable to the Aircraft and its use and
operation,  the  Lessee,  or  the  transactions  contemplated by this Agreement.

Approved  Insurance  Broker  means  an  insurance  broker  of  internationally
recognized responsibility and standing specializing in aircraft insurance in the
London,  United  States  of  America,  or  French  insurance markets and that is
reasonably  acceptable  to  and  approved  by  Lessor.

Approved  Insurer means an insurer approved by Lessor that is an internationally
recognized  insurer  in  the  London,  United  States  of  America,  or  French
international  markets.

Assignment, Consent and Agreement means the Assignment, Consent and Agreement of
equal date hereof executed by Lessee, Lessor and The United Bank of Kuwait, PLC.

Aviation Authorities means the DGAC or, if the State of Registration ceases with
Lessor's  prior written consent to be Spain, the Person and/or Government Entity
which,  under  the  laws of the State of Registration, from time to time (a) has
control  or  supervision  of  civil  aviation;  or  (b)  has  jurisdiction  over
registration,  airworthiness  or  operation  of  the  Aircraft.

Bankruptcy  Laws  has  the  meaning  specified  in  Section  13.1.

Basic  Rent  has  the  meaning  ascribed  to  such  term  in  Schedule  7.

Bill  of  Sale means that certain Bill of Sale and related documents that Lessor
shall  provide  to  Lessee  which  for  purposes  of  filing with the DGAC only,
evidences  ownership  of  the  aircraft.

Business  Day  means  a day (other than a Saturday or Sunday) on which banks are
open for business in Madrid, Spain, New York, New York, and St. Paul, Minnesota.

Certificate  of  Acceptance  means a certificate in the form of Schedule 2 to be
completed  and  executed  by  the  Lessee  on  Delivery.

Claim  has  the  meaning  specified  in  Section  10.1.

Control  has  the  meaning  ascribed  to  such  term  in  Section 8.8.4, herein.

Cycle  means  one  take-off  and  landing  of  an  airframe.

DGAC means the Spanish Directorate General of Civil Aviation ("Direccion General
de  Aviacion  Civil")  of  the  Ministry  of  Fomento,  or  any  other Person or
Government  Entity  succeeding  to  the  functions  thereof.

Damage  Notification  Threshold  means  $150,000.

Default means any Event of Default and any event that with the giving of notice,
lapse  of  time,  determination  of  materiality  or  fulfillment  of  any other
condition  or  any  combination  of  the  foregoing would constitute an Event of
Default.

Default  Rate  has  the  meaning  specified  in  Section  5.8.

Delivery means the delivery of the Aircraft to the Lessee in accordance with the
terms  of  this  Agreement.

Delivery  Date  means  the  date  of  the  Certificate  of  Acceptance.

Delivery  Location  means  Smyrna  Airport, Tennessee, United States of America.

Deposit  means the amount, or other security, set forth or specified in Schedule
7.

Dollars  and  $  mean  the  lawful  currency  of  the  United States of America.

Engine  means  whether  or  not  installed  on  the  Aircraft:

(a)     each  engine  of  the  manufacture, model and serial number specified in
Part  1  of  Schedule  1,  title  to  which  shall  belong  to  the  Lessor;  or

(b)     any  engine  which  replaces  that  engine, title to which passes to the
Lessor  in  accordance  with  Section  8.17.2;

and  in each case includes all modules and Parts from time to time belonging to,
installed  in  or appurtenant to that engine but excludes any engine replaced in
accordance with Section 8.13.1 title to which has, or should have, passed to the
Lessee  in  accordance  with  Section  8.17.2  pursuant  to  this  Agreement.

Engine  Loss  means  the  occurrence  of  any  of  the events referred to in the
definition  of  "Total Loss" but with the references therein to "Airframe" being
construed  as  references  to  an  Engine.

Engine  Loss  Date  means  the  relevant  date determined in accordance with the
definition of "Total Loss Date" as if that definition applied to an Engine Loss.

Engine  Manufacturer  means  CFM  International,  Inc.

Engine  LLP Reserves has the meaning ascribed to such term in Schedule 7 hereto.

Engine  Refurbishment Reserves has the meaning ascribed to such term in Schedule
7  hereto.

Event  of  Default  means  an  event  specified  in  Section  13.1.

Event  of  Loss  means  an  event  specified  in  Section  11  herein.

Expiry Date means the thirtieth (30th) monthly anniversary of the Delivery Date,
or  such  earlier  date  as:

(a)     the  Lessor  receives  the  Agreed  Value following a Total Loss and any
other  amounts  then  due  and  owing  in  accordance  with  this  Agreement; or

(b)     an  Event  of  Default  occurs.

FAA means the United States Federal Aviation Administration of the Department of
Transportation  or  any  Person or Government Entity succeeding to the functions
thereof.

FAR  means  the Federal Aviation Regulations for the time being in force, issued
by the FAA pursuant to the Federal Aviation Law and published in Title 14 of the
Code  of  Federal  Regulations.

Federal  Aviation  Law  means Title 49 of the United States Code, as amended, or
any  successor  statutory  provisions and the regulations promulgated under such
provisions.

Financial Indebtedness means any indebtedness in respect of (a) moneys borrowed,
(b)  any  liability  under  any  debenture,  bond,  note, loan stock, acceptance
credit,  documentary  credit  or other security, (c) the acquisition cost of any
asset  to  the  extent  payable  before  or  after  the  time  of acquisition or
possession,  (d) the capitalized value (determined in accordance with accounting
practices generally accepted in the State of Incorporation) of obligations under
finance  leases,  or  (e)  any guarantee, indemnity or similar assurance against
financial  loss  of  any  Person  in  respect  of  the  above.

Flight  Hour  means each hour or part thereof (rounded up to two decimal places)
elapsing  from the moment the wheels of an airframe leave the ground on take off
until  the  moment  the  wheels  of  such  airframe  next  touch  the  ground.

GAAP  means  generally  accepted accounting principles as in effect from time to
time  in  the  State of Incorporation and, subject to changes in such principles
from time to time, consistently applied in accordance with the past practices of
a  Person.

Government  Entity  means  (a)  any  national  government, political subdivision
thereof  or  local  jurisdiction  therein,  (b)  any  instrumentality,  board,
commission,  court,  or  agency of any thereof, however constituted, and (c) any
association,  organization, or institution of which any of the above is a member
or  to  whose  jurisdiction any thereof is subject or in whose activities any of
the  above  is  a  participant.

Habitual Base means Spain or, subject to the prior written consent of the Lessor
(which  will  not  be  unreasonably withheld), any other country or countries in
which  the  Aircraft  is  for  the  time  being  habitually  based.

     IATA  means  the  International  Air  Transport  Association.

Indemnitees  means  Lessor,  any  Lender,  Owner  Trustee,  Trust Company, Trust
Estate, any beneficiary(ies) under the Trust Agreement, and all of the foregoing
entities'  successors  and  permitted  assigns,  shareholders,  beneficiaries,
members,  Affiliates,  partners,  contractors,  directors,  managers,  officers,
servants,  agents  and  employees.

JAA  means  the  European  Joint  Aviation Authority or any Person or Government
Entity  succeeding  to  the  functions  thereof.

     JAR  means  the  Joint  Aviation  Regulations  promulgated  by  the  JAA.

Landing  Gear  means  the  landing  gear  assembly of the Aircraft excluding the
wheels  and  brake  units.

Lender  means The United Bank of Kuwait PLC and any Person to whom Lessor grants
a  Mortgage,  or any Affiliate thereof, and the successors and permitted assigns
of  such  Persons.

Lessee  has  the  meaning  specified  in  the  preamble.

Lessor means U.S. Bank National Association, a national banking association, not
in its individual capacity but as Owner Trustee pursuant to the Trust Agreement.

Lessor  Contribution  has  the  meaning  specified  in  Section  7.6.

Lessor  Lien means any Security Interest from time to time created by or arising
through  the  Lessor, that results from acts or omissions of, or claims against,
the  Lessor  not related to the operation of the Aircraft during the Term or the
transactions contemplated by or permitted under this Agreement, and any Security
Interest  in  respect  of  the  Aircraft  for  Taxes  applicable  to  Lessor.

Loose  Equipment  means the equipment identified on Part 3 of Schedule 1 to this
Agreement.

Maintenance  Program  means  Manufacturer's DC8 OAMP maintenance program for the
Aircraft  approved by the applicable Aviation Authorities, substantially similar
to  the  Manufacturer's planning documents and acceptable to Lessor encompassing
scheduled  maintenance,  condition  monitored  maintenance  and/or  on-condition
maintenance  of  Airframe,  Engines  and  Parts,  including  servicing, testing,
preventative  maintenance,  repairs,  structural  inspections,  system  checks,
overhauls,  approved  modifications,  service  bulletins,  engineering  orders,
airworthiness  directives,  corrosion  control,  inspections  and  treatments.

Maintenance  Reserves  means  the  Maintenance  Reserves  Payments  specified in
Schedule  7  herein  payable throughout the Term pursuant to Section 5.2 herein.

Major  Checks means any heavy maintenance visit or segment thereof suggested for
commercial  aircraft  of  the  same  model  as the Aircraft by its Manufacturer.

Manufacturer  means the Mc Donald Douglas Company or its successors in interest.

Mortgage  has  the  meaning  specified  in  Section  14.3.

Owner  Trustee  means  U.S.  Bank  National  Association,  a  national  banking
association, not acting in its individual capacity but as Owner Trustee pursuant
to  the  Trust  Agreement.

Part  means,  whether  or  not  installed  on  the  Aircraft:

(a)     any  component,  furnishing  or equipment (other than a complete Engine)
furnished  with,  installed  on  or  appurtenant  to the Airframe and Engines on
Delivery;  and

(b)     any  other  component,  furnishing  or  equipment (other than a complete
Engine)  title  to  which  has, or should have, passed to the Lessor pursuant to
Section  8.17.1.

Permitted  Lien  means:

(a)     any  Security  Interest  for Taxes not assessed or, if assessed, not yet
due  and  payable,  or being contested in good faith by appropriate proceedings;

(b)     any  Security  Interest of a repairer, mechanic, carrier, hangar keeper,
unpaid  seller  or other similar lien arising in the ordinary course of business
or  by  operation  of  law  in  respect  of obligations which are not overdue in
accordance with Applicable Law (or, if applicable, generally accepted accounting
principles and practices in the relevant jurisdiction) or are being contested in
good  faith  by  appropriate  proceedings;

(c)     any  Lessor  Lien;

(d)     the  respective  rights  of the Lessor and the Lessee as herein provided
(including  such  rights  with  respect  to  Subleases  permitted  hereunder);

(e)     any  other  Security  Interest  with  respect to which Lessee shall have
provided  a  bond  or  other  security  in  an amount and under terms reasonably
satisfactory to Lessor (as evidenced by Lessor's prior written consent thereto);
and

(f)     Security  Interests  arising  out  of  any judgment or award against the
Lessee  that  is,  within  60 days after entry, discharged, vacated or appealed,
with  execution  stayed  pending  appeal;

but  only  if,  in  the  case  of  (a) and (b):  (i) adequate reserves have been
provided by the Lessee for the payment of the Taxes or obligations in accordance
with generally accounting principles and practices in the relevant jurisdiction;
and  (ii) such proceedings, or the continued existence of the Security Interest,
do  not  give rise to any reasonable likelihood of the sale, forfeiture or other
loss  of  the  Aircraft  or any interest therein or of criminal liability on the
Lessor.

Person  means any individual person, corporation, partnership, limited liability
company, firm, joint stock company, joint venture, trust, estate, unincorporated
organization,  association,  Government Entity or organization or association of
which  any  of  the  above  is  a  member  or  a  participant.

Redelivery  Location  means Madrid or a European location as agreed upon between
Lessor  and  Lessee.

Rent  means  collectively,  all  Basic  Rent  and  all  Supplemental  Rent.

Rent  Date means the date of each month corresponding to the monthly anniversary
of  the  Delivery  Date  or, if the Delivery Date falls on the 29th, 30th or the
31st  day  of  the  month  of  Delivery and for any given month there is no such
corresponding  date,  the Rent Date for such given month will be the last day of
such  given  month.

Security  Interest  means  any  mortgage,  charge,  pledge,  lien,  assignment,
hypothecation,  right  of  set-off,  or  any agreement or arrangement having the
effect  of  creating  a  security  interest,  other  than  a  Permitted  Lien.

Settlement  Date  has  the  meaning  specified  in  Section  11.1.2.

SRM  means  the  manufacturer's  structural  repair  manual.

State  of  Incorporation  means  Spain.

State  of  Registration  means  Spain.

Subsidiary  means:

(a)     in  relation to any reference to financial statements, any company whose
financial  statements  are  consolidated  with  the  financial statements of the
Lessee  in  accordance  with  GAAP;  and

(b)     for  any other purpose, an entity from time to time (i) of which another
has  direct  or indirect control or owns directly or indirectly more than 50% of
the  voting  share  capital, or (ii) which is a direct or indirect subsidiary of
another  under  the  laws  of  the  jurisdiction  of  its  incorporation.

Successor  has  the  meaning  specified  in  Section  8.8.2.

Supplemental  Rent  means  all  amounts, liabilities and obligations (other than
Basic Rent) which Lessee assumes or agrees to pay under this Agreement to Lessor
or any other Person, including payment of indemnities, Maintenance Reserves, and
Agreed  Value.

Taxes  has  the  meaning  ascribed  to  such  term  in  Section  5.5.1.

Term  means  the period commencing on the Delivery Date and ending on the Expiry
Date.

Total  Loss  means  with  respect  to  the  Airframe:

(a)     the  actual,  arranged  or  constructive  total  loss  of  the  Airframe
(including  any  damage to the Airframe which results in an insurance settlement
on the basis of a total loss, or requisition for use or hire which results in an
insurance  settlement  on  the  basis  of  a  total  loss);

(b)     the  Airframe  being  destroyed,  damaged  beyond  repair or permanently
rendered  unfit  for  normal  use  for  any  reason  whatsoever;

(c)     the  requisition  of  title,  or  other compulsory acquisition, capture,
seizure,  deprivation,  confiscation or detention (for a period in excess of 120
days)  for  any reason of the Airframe by any Government Entity (whether de jure
or  de  facto),  but  excluding  requisition  for  use  or  hire  not  involving
requisition  of  title;  or

(d)     the  hi-jacking,  theft,  condemnation,  confiscation,  seizure  or
requisition  for use or hire of the Airframe which deprives any Person permitted
by  this  Agreement  to  have  possession  and/or  use  of  the  Airframe of its
possession  and/or  use  for  more  than  120  consecutive  days.

Total  Loss  Date  means:

(a)     in  the  case of an actual total loss, the actual date on which the loss
occurs or, if such date is unknown, the day on which the Aircraft was last heard
of;

(b)     in  the  case of any of the events described in sub-paragraph (a) of the
definition of "Total Loss" (other than an actual total loss), the earlier of (i)
30  days after the date on which notice claiming such total loss is given to the
relevant  insurers,  and  (ii)  the  date  on  which  such  loss  is admitted or
compromised  by  the  insurers;

(c)     in  the  case of any of the events described in sub-paragraph (b) of the
definition  of  "Total  Loss",  the  date  on  which such destruction, damage or
rendering  unfit  occurs;

(d)     in  the  case of any of the events described in sub-paragraph (c) of the
definition  of "Total Loss", the date on which the relevant requisition of title
or  other compulsory acquisition, capture, seizure, deprivation, confiscation or
detention  occurs;

(e)     in  the  case of any of the events described in sub-paragraph (d) of the
definition  of "Total Loss", the expiry of the period of 120 days referred to in
such  sub-paragraph  (d);

and,  in  each  case  (other than an actual Total Loss), the Total Loss shall be
deemed  to  have  occurred  at  noon  New  York  City  time  on  such  date.

Transfer  has  the  meaning  specified  in  Section  14.2.

Transferee  has  the  meaning  specified  in  Section  14.2.

Trust  Agreement means that certain Trust Agreement dated as of October 15, 1984
(as amended, supplemented, and assigned) between U.S. Bank National Association,
formerly  known  as  First  Bank,  National Association, formerly known as First
National  Bank  of  Minneapolis,  as  Owner  Trustee and AFG Investment Trust D,
successor in interest to Union Bank, formerly known as California First Bank, as
Owner  Participant.

Trust  Company  means  U.S.  Bank  National  Association,  a  national  banking
association,  in  its  individual  corporate  capacity (and not as owner trustee
under  the  Trust  Agreement).

Trust  Estate  has  the  meaning  ascribed  to such term in the Trust Agreement.

UBK  Mortgage  means  that certain Aircraft Security Agreement dated February 3,
2000  between  Lessor and The United Bank of Kuwait, PLC as amended and restated
by  that certain Amended and Restated Aircraft Security Agreement dated June 10,
2002  between  Lessor  and  The  United  Bank  of  Kuwait,  PLC.

     Withholding  Taxes  has  the  meaning  ascribed to such term in Section 5.4
herein.

1.2     Interpretation

1.2.1     In  this  Agreement,  unless  the  contrary  intention  is  stated,  a
reference  to:

a.     each  of  "the Lessor", "the Lessee" or any other Person includes without
prejudice  to  the provisions of this Agreement any successor in title to it and
any  assignee  permitted  pursuant  to  this  Agreement;

b.     terms  used herein include, as appropriate, all genders and the plural as
well  as  the  singular;

c.     the  term  "including",  when  used  in  this Agreement, means "including
without  limitation"  and "including but not limited to" and the term "or" shall
include  "and/or".

d.     any  document  shall  include  that  document  as  amended,  notated  or
supplemented  and  all  schedules  thereto;

e.     a  law (1) includes any statute, decree, constitution, regulation, order,
judgment  or  directive of any Government Entity; (2) includes any treaty, pact,
compact  or  other  agreement  to  which any Government Entity is a signatory or
party; (3) includes any judicial or administrative interpretation or application
thereof;  and  (4)  is  a reference to that provision as amended, substituted or
re-enacted;  and

f.     a  Section  or a Schedule is a reference to a section of or a schedule to
this  Agreement,  including  any  sub-section  or  sub-part  of  such section or
schedule.

1.2.2     The  headings  in  this Agreement are to be ignored in construing this
Agreement.

2.     REPRESENTATIONS  AND  WARRANTIES

2.1     Lessee's  Representations  and  Warranties

The  Lessee  represents  and  warrants  to  the  Lessor  as  follows:

2.1.1     Status:  The  Lessee  is  a  corporation  duly  organized  and validly
existing  under  the laws of the State of Incorporation, has the corporate power
to  own its assets and carry on its business as it is being conducted and is (or
will  at  the  relevant  time be) the holder of all necessary air transportation
licenses  required in connection therewith and with the use and operation of the
Aircraft.

2.1.2     Power and authority:  The Lessee has the corporate power to enter into
and perform, and has taken all necessary corporate action to authorize the entry
into,  performance  and  delivery  of,  this  Agreement  and  the  transactions
contemplated  by  this  Agreement, and neither the execution and delivery hereof
nor  the  consummation of the transactions contemplated hereby nor compliance by
Lessee  with  any  of  the  terms  and  provisions  hereof  will, contravene any
Applicable  Law  or result in any breach of, or constitute any default under, or
result  in  the  creation of any lien upon any property of Lessee under Lessee's
articles  of  incorporation  or  any  credit  agreement  or  instrument or other
agreement  or  instrument  to  which Lessee is a party or by which Lessee or its
properties  or  assets  are  bound  or  affected.

2.1.3     Legal  validity:  This  Agreement has been duly executed and delivered
by  Lessee,  and  the Agreement and the Certificate of Acceptance, when executed
and  delivered  by  Lessee,  constitute  legal, valid and binding obligations of
Lessee,  enforceable  in  accordance  with  their  respective  terms.

2.1.4     Non-conflict:  The  entry  into  and performance by the Lessee of, and
the  transactions  contemplated  by,  this  Agreement  do  not  and  will  not:

a.     conflict  with  any  laws  binding  on  the  Lessee;

b.     conflict  with  the  constitutional  documents  of  the  Lessee;  or

c.     conflict  with  or  result in default under any document which is binding
upon  the Lessee or any of its assets, or result in the creation of any Security
Interest  over  any  of  its  assets.

2.1.5     Authorization:  All  authorizations,  consents,  certifications,
registrations,  filings, and similar actions required or advisable in connection
with the entry into, performance, validity, and enforceability of this Agreement
and  the  transactions  contemplated  by  this Agreement have been taken with or
received from all applicable Governmental Entities of the countries in which the
Aircraft  will  be  operated,  including,  without  limitation,  the  Aviation
Authorities,  and  are  in full force and effect, including, without limitation,
the  authorization  from  the  Aviation Authorities to lease the Aircraft from a
foreign  lessor,  to  make  payments  in  Dollars  under the Agreement to Lessor
without any offset or deduction on account of Taxes or otherwise, to incorporate
the  Aircraft  into  Lessee's  fleet  and to otherwise operate, possess, use and
maintain  the  Aircraft.  Except for those items listed in Section 3.4 herein no
additional consent, approval or authorization of, or notice to, any Governmental
Entity  having  jurisdiction  with  respect  to  the  execution,  delivery  or
performance  by  Lessee  of this Agreement is required for Lessee to execute and
deliver  this  Agreement,  and  to perform the transactions contemplated hereby.

2.1.6     No  Immunity:  The  Lessee  is  subject  to  civil commercial law with
respect  to its obligations under this Agreement.  Neither the Lessee nor any of
its assets is entitled to any right of immunity, sovereign or otherwise, and the
entry  into  and  performance of this Agreement by the Lessee constitute private
and  commercial  acts, enforceable by their terms and conditions against Lessee.

2.1.7     Financial  Statements:  the  audited consolidated financial statements
of  the  Lessee  and its Subsidiaries most recently delivered to the Lessor have
been  prepared  in  accordance  with  GAAP  and  consistently applied and fairly
present  the consolidated financial condition of the Lessee and its Subsidiaries
as  of  the  date  to  which  they were drawn up and the consolidated results of
operations  of  the  Lessee and its Subsidiaries for the periods covered by such
statements.

2.1.8     No  Further  Interest:  except  for  the rights of Lessee conferred by
this  Agreement,  Lessee shall not have, or claim to have, any other interest in
the  Aircraft  or  make  any  demands  against  Lessor  in  respect  thereof.

2.1.9     Maintenance Program:  the Agreed Maintenance Program complies with all
requirements  of  the Aviation Authorities and the JAA for a DC8-73F maintenance
program  and  is substantially similar to the Manufacturer's planning documents.

2.2     Lessee's  Further  Representations  and  Warranties

The  Lessee  further  represents  and  warrants  to  the  Lessor  that:

2.2.1     No  Default:  No  Default  or  Event  of Default has occurred or might
reasonably  be  expected  to  result  from the entry into or performance of this
Agreement.

2.2.2     Registration:

a.     To  the full extent legally possible pursuant to Applicable Law under the
laws  of  the  State of Incorporation, the State of Registration or the Habitual
Base,  all  filings,  registrations,  recordings  and other actions necessary or
advisable  and in order to ensure the validity, effectiveness and enforceability
of this Agreement or to establish, perfect, protect, note, or record to the full
extent  legally possible the property and/or other  rights of the Lessor and any
Lender  in  the  Aircraft, any Engine or Part have been effected on execution of
this  Agreement or will be effected on the earliest date legally possible but in
no  event  later  than  95  days  after  the  date  of  issuance  of the initial
temporary/provisional  certificate  of  registration of the Aviation Authorities
indicating  that  the  Aircraft  is  validly  registered  with  the  Aviation
Authorities.  Lessee  has  used  its  best  efforts  to  earliest obtain and has
diligently  pursued  such registrations, recording and filings and will continue
to  use  its  best  efforts  to  earliest  obtain  and  diligently  pursue  such
registrations, recordings and filings. However, if despite such best efforts and
due  diligence, any of such filings, registrations, recordings and other actions
will  be  completed later than 90 days after the date of issuance of the initial
temporary/provisional certificate referenced above, Lessee shall also provide to
Lessor  and  Lender,  within  90  days  of  the date of issuance of such initial
temporary/provisional  certificate,  a  copy  of  the  extension  of the initial
temporary/provisional  certificate(s)  of  registration of the Aircraft and this
Agreement  with  the  Aviation  Authorities  and  other  applicable Governmental
Entities  and  non-governmental  authorities.

b.     Under  the  Applicable  Laws  of the State of Incorporation, the State of
Registration  and  the  Habitual Base, the property rights of the Lessor and any
security  interest  of  Lender  in the Aircraft and this Agreement will be fully
filed  prior  to Delivery and, on the earliest date legally possible, noted and,
with  respect  to  such  rights,  this Agreement and the Assignment, Consent and
Agreement will have priority in all respects over the claims of all creditors of
the  Lessee,  with  the exception of such claims as are mandatorily preferred by
law  and  not  by  virtue  of  any  contract.

2.2.3     Litigation:  No  suits,  litigation,  arbitration,  administrative
proceedings  or  other  proceedings are pending or threatened against the Lessee
which,  if  adversely  determined, would be reasonably likely to have a material
adverse  effect  upon  its  financial  condition  or  business or its ability to
perform  its  obligations  under  this  Agreement.

2.2.4     Pari  Passu:  The  obligations of the Lessee under this Agreement rank
at  least  pari  passu  with  all  other  present  and  future  unsecured  and
unsubordinated  obligations  (including  contingent  obligations) of the Lessee,
with  the  exception of such obligations as are mandatorily preferred by law and
not  by  virtue  of  any  contract.

2.2.5     Material Adverse Change:  There has been no material adverse change in
the consolidated financial condition of the Lessee and/or its Subsidiaries since
the  release  of  its  audited financials for 2001 and through and including the
date  corresponding to Lessee's payment of Basic Rent for the first month of the
Term.

2.2.6     Taxes:  The  Lessee  has  delivered all necessary returns and payments
due  to  the  tax  authorities  in  the  State  of  Incorporation,  the State of
Registration  and  the  Habitual  Base  other than any Taxes (i) which are being
contested by the Lessee in good faith and by appropriate proceedings, (ii) which
do  not  involve  any  material risk of the creation of a Lessor Lien on, or the
sale,  forfeiture,  loss  or other disposition of, the Aircraft, the Airframe or
any  Engine  or interest therein, and (iii) where the failure to do so could not
reasonably  be  expected  to  have  a material adverse effect on the business or
operations  of  Lessee  or its ability to comply with its obligations hereunder.

2.2.7     Insurance:  Lessee  has  procured,  or  caused  to  be  procured,  the
insurance  required  to  be  provided  by  the  Lessee  under  Section 9 of this
Agreement.

2.2.8     Disclosure  of  Material  Facts:  Lessee has fully disclosed to Lessor
all  facts  which  the  Lessee  knows or should reasonably know are material for
disclosure  to  Lessor  in  the  context  of this Agreement and the transactions
contemplated  hereby,  and Lessee knows of no facts which would render any prior
information  furnished  by  or  on  behalf  of  Lessee  to  Lessor inaccurate or
misleading.

     2.2.9     Insurance  Deductible:     With  respect  to  Lessee's  insurance
policies  utilized  to  comply with the terms of Section 9 herein, no portion of
any  deductible  has  been  paid  or  utilized  by  Lessee.

2.3     Lessee  Continuing  Representations

The representations and warranties contained in Section 2.1 and Section 2.2 will
be  deemed  to  survive  the  execution  and  delivery  of  this Agreement.  The
representations  and  warranties contained in Section 2.1 and 2.2 will be deemed
to  be  repeated by the Lessee on Delivery and on each Rent Date as if made with
reference  to  the  facts  and  circumstances  then  existing.

2.4     Lessor's  Representations  and  Warranties

The  Lessor  represents  and  warrants  to  the  Lessee  that:

     2.4.1     Status:     The  Lessor is a national banking association, not in
its  individual  capacity but as "Owner Trustee" pursuant to the Trust Agreement

2.4.2      Power and authority:  The Lessor has the power and authority to enter
into and perform and has taken all necessary trust action to authorize the entry
into,  performance  and  delivery  of,  this  Agreement  and  the  transactions
contemplated  by this Agreement and neither the transactions contemplated hereby
nor  compliance  by  Lessor with any of the terms and provisions hereof will, to
the  extent  that  there could be a material effect on Lessee's rights under the
Lease,  contravene  any Applicable Law or, before Delivery, result in any breach
of,  constitute  any default under, or result in the creation of any lien (other
than  Lender  liens)  upon  any  property  of  Lessor or any credit agreement or
instrument  or  other  agreement  or instrument to which Lessor is a party or by
which  Lessor  or  its  properties  or  assets  are  bound  or  affected.

2.4.3     Legal  validity:  This  Agreement  has  been executed and delivered by
Lessor  and  constitutes  legal,  valid  and  binding  obligations  of  Lessor
enforceable  in  accordance  with  this  Agreement.

2.4.4     Non-conflict:  The  entry  into  and performance by the Lessor of, and
the  transactions  contemplated  by,  this  Agreement  do  not  and  will  not:

a.     conflict  with  any  laws  binding  on  the  Lessor;

b.     conflict  with  the  constitutional  documents  of  the  Lessor;  or

c.     conflict  with or cause a default under any document that is binding upon
the  Lessor  or  any  of  its  assets.

2.4.5     Authorization:  So  far as concerns the obligations of the Lessor, all
authorizations,  consents,  registrations  and  notifications required under the
laws  of  the  United  States  of  America  in  connection  with the entry into,
performance,  validity  and enforceability of, and the transactions contemplated
by,  this  Agreement by the Lessor have been (or will on or before Delivery have
been)  obtained  or  effected  (as  appropriate) and are (or will on their being
obtained  or  effected  be)  in  full  force  and  effect.

2.4.6     Lessor  Tax  Status:  The Lessor is a taxpayer in the United States of
America and, upon the reasonable request of  the Lessee, the Lessor will provide
the  Lessee with a copy of any relevant forms, duly completed by the Lessor, and
to the extent the same are reasonably obtainable, certifying that the Lessor has
filed  a  tax  return  with the Internal Revenue Service of the United States of
America  and/or  certifying  that  the  Lessor is a resident and taxpayer of the
United  States  of  America.

2.4.7     Right to Lease:  On the Delivery Date, the Lessor shall have the right
to  lease  the  Aircraft  to  the  Lessee  in  accordance with the terms of this
Agreement.

2.4.8     No  Immunity:  The  Lessor  is  subject  to  civil commercial law with
respect  to its obligations under this Agreement.  Neither the Lessor nor any of
its assets is entitled to any right of immunity, sovereign or otherwise, and the
entry  into  and  performance of this Agreement by the Lessor constitute private
and  commercial  acts, enforceable by their terms and conditions against Lessor.

2.5     Lessor  Continuing  Representations

The representations and warranties in Section 2.4 will survive the execution and
delivery  of  this  Agreement.  The  representations and warranties contained in
Section 2.4 will be deemed to be repeated by the Lessor, on Delivery and on each
Rent  Date  as  if  made  with  reference  to  the  facts and circumstances then
existing.

3.     CONDITIONS  PRECEDENT  AND  SUBSEQUENT

3.1     Lessor's  Documentary  Conditions  Precedent

The Lessor's obligation to lease the Aircraft to the Lessee under this Agreement
is  subject  to  the  receipt of the following by the Lessor and Lender from the
Lessee  on  or  before  Delivery  (if  before  Delivery,  within the time period
indicated)  in  English and in Spanish (where a Spanish version is applicable or
necessary)  and  in form and substance reasonably satisfactory to the Lessor and
Lender:

3.1.1     Corporate  Status:  evidence  that  Lessee  is  a  corporation  duly
incorporated,  validity  existing,  and  in  good standing under the laws of the
State  of Incorporation and with all applicable Governmental Entities thereunder
(to  be  provided  on  or  before  June  28,  2002).

3.1.2     Constitutional  Documents:  a  copy  of  the  constitutional  and
organizational  documents of Lessee, certified as correct and complete by a duly
authorized  officer  of  Lessee,  including  but  not  limited  to  the  Deed of
Incorporation,  Bylaws,  Board of Directors' and shareholders' authorization for
the  execution,  delivery  and performance of this Agreement, the Certificate of
Acceptance,  and  all related documents of the Lessee (all items in this Section
3.1.2  to  be  provided  on  or  before  June  28,  2002).

3.1.3     Opinion:  an  opinion  by  Lessee's  chief  internal  legal counsel to
Lessor and Lender, in the form set out in Schedule 5, in respect of the Lessee's
obligations  under  this  Agreement, and an opinion issued by outside counsel to
Lessee,  in  a  form  reasonably  acceptable  to  Lessor and Lender, which shall
include,  without  limitation, an acknowledgment that Lessor and Lender shall be
entitled  to  rely  on  such  opinion  with  respect  to this Agreement that all
obligations  under  this  Agreement  are in accord with the regulatory and legal
requirements  of  the  Aviation  Authority,  and  that  Lessor may rely upon the
documentation  referenced  in  Section  3.1.15  herein.

3.1.4     Licenses:  copies  of  the  Lessee's  air  transport  license,  air
operator's certificate and all other licenses, certificates and permits required
by  the  Lessee  (including  any  authorization required under any statute, law,
ordinance,  regulation  or  the  like  required by the aviation authority of the
country(ies)  in  which  the  Aircraft  will  be operated) in relation to, or in
connection  with,  the  operation of the Aircraft.  To the extent that it is not
legally  possible  for  Lessee  to  obtain  permanent  versions of the documents
referenced  in  this  Section  3.1.4  on  or before Delivery, Lessee may instead
provide  copies  of  temporary  versions  of  such  documents (all items in this
Section  3.1.4  to  be  provided  on  or  before  June  28,  2002).

3.1.5     Certificate:  a certificate of a duly authorized officer of the Lessee
dated  the  Delivery  Date:

a.     setting out specimen signatures of the officers of the Lessee referred to
in  Section  3.1.12;

b.     certifying  that  each  copy  of  a  document  delivered pursuant to this
Section  3.1  is  correct,  complete  and  in  full  force  and  effect;

c.     certifying  that  the  representations and warranties of the Lessee under
Sections  2.1  and  2.2  are  correct;  and

d.     certifying  that  no  event  has  occurred,  or  would  result  from  the
execution, delivery and performance by Lessee of this Agreement that constitutes
a  Default  or  an  Event  of  Default.

3.1.6     Delivery  of Agreement:  this Agreement and all of its attachments and
exhibits,  duly  executed,  notarized and apostilled, including six (6) original
duly  executed  and notartized, and delivered counterparts of the Agreement (all
items  in  this  Section  3.1.6  to  be  provided  on  or before June 28, 2002).

3.1.7     Certificate  of  Acceptance:  the  Certificate of Acceptance executed,
notarized  and  apostilled  and  delivered  by  Lessee,  and all attachments and
exhibits  to  the  same.

3.1.8     Payments:  all  payments  due to the Lessor under this Agreement on or
before  Delivery, including, but not limited to, the first payment of Basic Rent
(such  Basic  Rent  payment  due  at  Lease execution) and the required Deposit.

3.1.9     Insurances:  a  certificate  of  insurance  and brokers' undertakings,
certifying  that  Lessee  is  in due compliance with the insurance provisions of
Section  9  and  that  the  policy rights have been assigned in favor of Lessor.

3.1.10     Operating  Documents:  a  copy  of Lessee's Operating Certificate and
Operations  Specifications  and any other documentation or authority pursuant to
which  the Aircraft will initially be authorized to be operated by Lessee, or in
the  alternative,  evidence  that  the  same is valid and in compliance with the
requirements  of  the  JAA  and  Aviation Authorities (all items in this Section
3.1.10  to  be  provided  on  or  before  June  28,  2002).

3.1.11     Registration:  evidence, including, without limitation, a copy of the
initial  temporary/provisional  certificate(s)  of  registration of the Aviation
Authorities,  indicating  that the Aircraft and this Agreement have been validly
registered  under  the  laws  of  the  State of Registration, including, without
limitation,  with the Aviation Authorities and any other applicable Governmental
Entities  and  non-governmental  authorities,  and  all  filings, registrations,
recordings,  notations  and other actions have been taken which are necessary to
ensure  the  validity  and  effectiveness  of  this Agreement and to protect the
rights  of  the  Lessor  and  Lender  to the full extent legally possible in the
Aircraft  and to note with the Aviation Authorities Lessor's and Lender's rights
in  the  Aircraft.

3.1.12     Execution  Power of Attorney: a copy of the general power of attorney
in  favor  of one or more authorized officers of the Lessee or other evidence of
due  authorization  and  authority  for  such  officers  granted  in  a  manner
enforceable  in  the State of Registration, demonstrating that such officers are
authorized  and empowered, on behalf of the Lessee, to execute, deliver and bind
the  Lessee  to  perform  this  Agreement  and all related documents, including,
without  limitation,  the  Certificate  of Acceptance (all items in this Section
3.1.12  to  be  provided  on  or  before  June  28,  2002).

3.1.13     Governmental  Entity  Approvals:  evidence,  in  form  and  substance
reasonably  satisfactory  to  the  Lessor,  that  the  Lessee  has  obtained all
necessary  approvals,  consents or authorizations from the Aviation Authority or
any other applicable Government Entity in respect of the leasing of the Aircraft
by  the  Lessee  under  this  Agreement and the operation of the Aircraft by the
Lessee  whilst  the Aircraft is registered with the Aviation Authorities (to the
extent  that  it is legally possible, Lessee shall provide items in this Section
3.1.13 by June 28, 2002 and the remaining Section 3.1.13 items shall be provided
on  or  before  Delivery).

3.1.14     Irrevocable Instruction:  proof of any irrevocable instruction by the
Lessee's  insurer  to the reinsurer with clear and mandatory instructions to pay
directly to Lessor or at Lessor's direction Lender, any insurance proceeds, duly
accepted  by  such  reinsurers.

3.1.15     Irrevocable  Power  of Attorney and Irrevocable Instruction:  any and
all  necessary  and duly executed, notarized and legalized irrevocable powers of
attorney,  irrevocable  instructions and other documentation deemed desirable by
Lessor and/or Lender, in form and substance acceptable to Lessor and Lender, and
granted in a manner enforceable in the State of Registration, in favor of Lessor
and  Lender  or  their  appointed  agents  and  as  are customarily available to
facilitate  immediate  deregistration  in  the  State  of  Registration  of  the
Agreement and/or the Aircraft, and for the immediate removal of the Aircraft and
Aircraft  Documents  from  the State of Registration in the event of a breach or
hold-over by Lessee.  In addition to and without limiting the other requirements
hereunder  or  in  this  Agreement,  such  Irrevocable  Power  of  Attorneys and
Irrevocable  Instructions  shall be granted in Spanish as a public deed before a
Spanish  Notary  Public  and  the Irrevocable Powers of Attorney and Irrevocable
Instructions  shall  be substantially in the form set forth in Schedule 9 herein
(all  items  in  this Section 3.1.15 to be provided on or before June 28, 2002).

3.1.16     Banking  Documents:  evidence of the issue of any necessary approval,
license and consent which may be required in relation to, or in connection with,
the remittance to Lessor in Dollars of all amounts payable under this Agreement,
including  filing  for  registry  of this Agreement and forms as required by any
bank,  or any other foreign exchange authority (all items in this Section 3.1.16
to  be  provided  on  or  before  June  28,  2002).

3.1.17     Filing  Fees,  duties,  taxes:  evidence of payment of any applicable
customs  duties,  fees,  taxes,  and  filing  fees applicable prior to Delivery.

3.1.18     Financial  Information:  financial  information  regarding  Lessee
including  Lessee's  audited  financials  for  the  2001  fiscal  year and their
translation into English, unaudited financials for the first quarter of the 2002
fiscal  year  and  their  translation  into  English,  and any other information
materially  effecting  Lessee's  financial  position  (all items in this Section
3.1.18  to  be  provided  on  or  before  June  28,  2002).

3.1.19     Assignment,  Consent  and  Agreement:  the  Assignment,  Consent  and
Agreement,  executed,  notarized,  apostilled and translated into Spanish (to be
delivered  concurrently with execution of this Agreement except that translation
to  be provided on or before July 8, 2002).  Lessor shall reimburse Lessee up to
a  cumulative  amount  of  $400  for  amounts  actually  expended by Lessee, and
documented  in  form  and  substance  acceptable  to Lessor and Lender, for such
notarization  and  Spanish translation of the Assignment, Consent and Agreement.

3.1.20     Authorization  Documents:  copies  of all documents evidencing action
taken  by  Lessee to authorize the execution and delivery of this Agreement, the
Assignment,  Consent  and Agreement and any and all additional documents related
to  this Agreement (all items in this Section 3.1.20 to be provided on or before
June  28,  2002).

3.1.21     Other  Documents:   copies  of  all  other  documents  that Lessor or
Lender  may  reasonably  request  relating  to  the authority for the execution,
delivery  and  performance  of,  and  the  validity  of,  this  Agreement,  the
Assignment,  Consent  and  Agreement  and  documents  related to the same (to be
provided  within reasonable timeframes requested by Lessor or Lender if required
on  a  date  prior  to  Delivery).

3.2     Lessor's  Additional  Condition  Precedent  and  Lessor's  Waiver

3.2.1     Lender  Approval  and  Perfection:   Lessor's  obligation to lease the
Aircraft  to  the Lessee under this Agreement is subject to Lender's approval of
the  terms  herein  and  the  ability  of  Lender to note, to the extent legally
possible,  on  terms  satisfactory  to Lender with the DGAC an Aircraft Mortgage
against  the  Aircraft  in  Spain.

3.2.2     Sole Waiver:  The conditions specified in Section 3.1 are for the sole
benefit  of  the Lessor and its successors and assigns and may only be waived or
deferred,  in whole or in part and with or without conditions, in writing by the
Lessor.

3.3     Lessee's  Conditions  Precedent

The  Lessee's  obligation  to accept the Aircraft on lease from the Lessor under
this  Agreement  is  subject  to the satisfaction by the Lessor of the following
conditions  precedent:

3.3.1     Aircraft  Records:  the  records  enumerated  in Schedule 1 shall have
been  provided  to  Lessee;

3.3.2     Certificate:  the  receipt  by  the  Lessee of a certificate of a duly
authorized  officer of the Lessor setting out a specimen of each signature of an
officer  signing  this  Agreement  or  any  document or instrument in connection
herewith;

3.3.3     Representations  and  Warranties:  that  the  representations  and
warranties  of  the  Lessor  under  Section  2.4  are  correct;  and,

3.3.4     Documents:  Receipt  by  Lessee  of  this  Agreement,  completed, duly
executed  and  delivered  by  Lessor.

3.3.5     Lessor  Approval:  a copy of Lessor's authorization for the execution,
delivery  and  performance  of  this  Agreement.

3.3.6     FAA  Perfection:  evidence  of  perfection  of  the  Aircraft Mortgage
against  the  Aircraft  with  the  FAA  referenced  in  Section  3.2.1.

3.4     Lessor's  Conditions  Subsequent

3.4.1     Supplemental Legal Opinions: Lessee shall provide to Lessor and Lender
any  further supplemental legal opinions requested or required by Lessor or from
Lessee's  legal  counsel  in  form and substance reasonably acceptable to Lessor
which  shall  include  without limitation an opinion that all licenses, permits,
registrations  and  the  like  have been obtained to allow Lessee to operate the
Aircraft  pursuant  to  Applicable  Law (to be provided within a reasonable time
after  Lessor's  request).

     3.4.2     Registration  and  Filing:  on the earliest date legally possible
but  in  no  event  later than 95 days after the date of issuance of the initial
temporary/provisional  certificate  of  registration of the Aviation Authorities
indicating  that  the  Aircraft  is  validly  registered  with  the  Aviation
Authorities, Lessee shall provide to Lessor and Lender a copy of the certificate
of  airworthiness  issued by the DGAC and a copy of the permanent certificate(s)
of  registration from the Aviation Authorities, indicating that the Aircraft and
this  Agreement  have  been validly registered and the Certificate of Acceptance
validly  filed  under  the laws of the State of Registration, including, without
limitation,  with the Aviation Authorities and any other applicable Governmental
Entities  and  non-governmental  authorities.  Within  the time period set forth
above  in  this  Section  3.4.2,  Lessee shall also provide to Lessor and Lender
evidence,  in  form  and  substance  satisfactory to Lessor and Lender, that all
filings,  registrations,  recordings and other actions have been taken which are
necessary  to  ensure  the  validity  and effectiveness of this Agreement and to
protect  the  rights  of  the  Lessor  and  Lender,  to  the full extent legally
possible, in the Aircraft and to record with the Aviation Authorities Lessor and
Lender's  rights  in the Aircraft.  If the permanent certificate of registration
referenced above in this Section 3.4.2 will be provided later than 90 days after
the date of issuance of the initial temporary/provisional certificate referenced
above,  Lessee  shall  also  provide to Lessor and Lender, within 90 days of the
date  of  issuance  of such initial temporary/provisional certificate, a copy of
the  extension  of  the  initial  temporary/provisional  certificate(s)  of
registration  of  the  Aircraft and this Agreement with the Aviation Authorities
and  other  applicable  Governmental  Entities and non-governmental authorities.

3.4.3     Evidence  of  Importation:  within  15  days  after the Delivery Date,
Lessee  shall  provide  to Lessor and Lender evidence that the Aircraft has been
properly  imported  into  Spain.

3.4.4     Filing  Fees,  duties,  taxes:  within 15 days after the Delivery Date
Lessee  will  provide  to  the  Lessor  and  Lender  evidence  of payment of any
applicable  customs duties, fees, taxes, and filing fees payable after Delivery.

     3.4.5.     Licenses:  to the extent that Lessee provides temporary versions
of  documents  referenced  in  Section  3.1.4,  Lessee  shall  provide permanent
versions  of  such  documents  to  Lessor and Lender within 95 days of Delivery.
However, if such documents will be provided later than 90 days after the date of
Delivery,  Lessee  shall  also  provide within 90 days of the date of Delivery a
copy  of  the  extension  of the initial temporary/provisional certificate(s) of
registration  of  the  Aircraft and this Agreement with the Aviation Authorities
and  other  applicable  Governmental  Entities and non-governmental authorities.

     3.4.6     Lease  Translation:  on  or  before  July  8,  2002  Lessee shall
deliver  to  Lessor  and  Lender  (1)  an  official  Spanish translation of this
Agreement  and all of its attachments and exhibits, duly executed, notarized and
apostilled  and  (2)  an official Spanish translation of the Assignment, Consent
and  Agreement,  duly  executed,  notarized  and  apostilled.

4.     COMMENCEMENT




4.1     Leasing

The  Lessor  will  lease the Aircraft to the Lessee and the Lessee will take the
Aircraft  on  lease  in  accordance  with this Agreement for the duration of the
Term.

4.2     Delivery

The  Aircraft  will  be delivered to, and will be accepted by, the Lessee at the
Delivery Location on or before June 28, 2002 (or, if Section 4.5 herein applies,
on  an  alternative  date of delivery of the Aircraft by Lessor pursuant to such
Section)  following  satisfaction  of  the  conditions  precedent  specified  in
Sections  3.1, 3.2 and 3.3 (or their waiver or deferral by the party entitled to
grant  such  waiver  or deferral).  The Aircraft is delivered "AS-IS, WHERE-IS,"
subject  only  to the conditions set forth in the Certificate of Acceptance, and
is  subject  to  the  limitations  in  Section  7  of  this  Agreement.

4.3     Delivery  Inspection  and  Corrections

4.3.1     Pre-Lease  Inspection.  Lessee  has  satisfactorily  completed  or
otherwise  waived  a  physical  "walk  around"  inspection  of  the Aircraft, an
inspection  of  the Aircraft Documents, and video borescopes and power assurance
runs.

4.3.2     Pre-Delivery  Inspection.  Prior to Lessee's execution and delivery of
the Certificate of Acceptance but after full execution of this Agreement, Lessor
shall  have  permitted and Lessee shall have completed or otherwise be deemed to
have waived an inspection of the Aircraft.  Such inspection may include, without
limitation,  physical  inspection  of  the Aircraft and Aircraft Documents and a
demonstration  test flight.  For purposes of clarification,     Lessor shall not
be  required  to  provide  any  video  borescope  or  power  assurance  runs.
Notwithstanding  the  immediately preceding sentence, with respect to any or all
of  the  Engines,  Lessee  may,  at  its  sole cost and expense, perform a power
assurance run prior to the demonstration test flight on such Engine(s). The test
flight shall comply with the Manufacturer's test flight procedures and shall not
exceed three (3) hours in duration.  Lessee shall be permitted to have up to two
(2)  observers  on  board  for  the  test  flight,  at  Lessee's  expense.

4.3.3     Discrepancies.  Any  discrepancies  from  the  conditions  required by
Schedule  3  and identified as a result of the inspections referenced in Section
4.3.2  shall  be  remedied  by  Lessor  prior  to  Delivery provided that (1) on
reasonable request of Lessee and at Lessee's sole cost and expense, Lessor will,
after  correction  of  such  discrepancies,  make  the  Aircraft  available  for
reasonable inspection by Lessee of such discrepancy corrections made pursuant to
this  Section  4.3.3,  and  (2)  if  the  cost  and  expense  of correcting such
discrepancies will exceed $250,000, Lessor shall have the right to terminate the
Agreement,  in  which event return of the Deposit shall be Lessee's sole remedy.
Notwithstanding  the  immediately preceding sentence, any discrepancies that (a)
will  not  affect  the airworthiness of the aircraft (b) do not exceed $1,000 to
correct  (including  parts  and  labor) and (c) are not included within Sections
A.2.  through I.1. of Schedule 3 shall be noted on the Certificate of Acceptance
and  corrected at the cost and expense of Lessee, provided, however, that Lessee
may  redeliver  the Aircraft at the Expiry Date subject to such discrepancies if
not  corrected.

4.3.4     Replacement  or  Overhaul  of Engines:  At any time prior to Delivery,
Lessor  shall have the right, in Lessors sole discretion, to overhaul any Engine
or  to replace any Engine with an engine of the same model and similar or higher
modification level as the Engine that it replaced provided that, notwithstanding
Section  4.3.2  regarding  video  borescopes,  Lessor shall provide, at Lessor's
expense,  a  video  borescope  of  such  engine.  For  avoidance  of doubt, such
replacement  Engine must meet the conditions of Schedule 3 herein at the time of
Delivery.

4.4     Acceptance  and  Risk

4.4.1     Immediately  following  satisfaction  of  the  conditions  precedent
specified in Sections 3.1, 3.2 and 3.3 (or their waiver or deferral by the party
entitled  to  grant  such waiver or deferral) and completion of the pre-delivery
inspection  and  discrepancies correction procedure in Sections 4.3.2 and 4.3.3,
the Lessor and the Lessee shall forthwith complete the Certificate of Acceptance
and the Lessee shall sign and deliver to the Lessor the notarized and apostilled
Certificate  of  Acceptance.

4.4.2     On and from Delivery, the Aircraft and every component thereof will be
in  every  respect  at  the sole risk of the Lessee, which will bear all risk of
loss, theft, damage or destruction to the Aircraft from any cause whatsoever and
Lessee  will  comply  with  all  obligations  of  this  Agreement.

4.4.3     Upon  or immediately following receipt of the notarized and apostilled
Agreement and prior to Delivery, the Lessee shall register and file, at Lessee's
expense,  this  Agreement  and  the  Bill  of Sale (if requested by the Aviation
Authorities),  shall  provide  to  the  Lessor  a  copy  of  the  initial
temporary/provisional  certificate  of  registration  and,  to  the  full extent
legally  possible,  shall  note  the  ownership  of and Lender's interest in the
Aircraft  at  the  Aviation  Authorities,

4.5     Lessor  Failure  to  Deliver

If  due  solely  and  directly  to  the  action  or  inaction  of  Lessor or its
representatives,  Lessor  fails  to  deliver  the Aircraft on or before June 28,
2002,  no  default or breach of this Agreement by Lessor shall be deemed to have
occurred  but Lessee shall be entitled to seek a setoff pursuant to the terms of
Section  5.12  herein.  If  due solely and directly to the action or inaction of
Lessor  or its representatives, Lessor fails to deliver the Aircraft by July 31,
2002, this Agreement shall automatically terminate and neither Lessor nor Lessee
will  have  any  further  obligations to each other hereunder except that Lessee
shall  be entitled to a refund of any pre-paid Basic Rent for the first month of
the  Term  and  to  a  refund  of  the  Deposit.

5.     PAYMENTS

5.1     Basic  Rent

5.1.1     Basic Rent:  Lessee will pay to the Lessor or its order the Basic Rent
on  the  date  of  execution of this Agreement and in advance on each subsequent
Rent  Date.  Payment must be initiated adequately in advance of the Rent Date to
ensure  that  the  Lessor  receives  credit  for  the  payment on the Rent Date.

5.2     Maintenance  Reserves

5.2.1     Time  of  Payment:  the  Lessee  will  pay  to the Lessor or its order
Maintenance  Reserves  monthly  in  arrears  within 10 days from the end of each
preceding  calendar month during the Term.  If the Term ends prior to the end of
a calendar month, Lessor will pay the Maintenance Reserves for the last month on
or  before  the  Expiry  Date.

5.2.2     Amount:  The Maintenance Reserves payable pursuant to this Section 5.2
shall  be  the  amounts  set forth in Schedule 7.  Such Maintenance Reserves are
Supplemental  Rent  and notwithstanding anything to the contrary herein, are the
exclusive property of Lessor, and Lessee shall have no rights there to except as
expressly  provided in this Agreement. Subject to the terms of Schedule 7 herein
with  respect  to  Engine  Refurbishment  Reserves,  any  remaining  balances of
Maintenance Reserves at the end of the Term shall remain the property of Lessor.

5.2.3     Security:  The  Maintenance  Reserves shall act as additional security
for  Lessee's  obligations under this Agreement.  If Lessee fails to pay Rent or
any  other  amount  payable  hereunder when due or to perform any other terms or
provisions  of  this  Agreement  or  an Event of Default has otherwise occurred,
Lessor  may  use,  apply,  draw  upon,  or  retain  all  or  any  portion of the
Maintenance  Reserves  in  partial  payment for sums due to Lessor by Lessee, to
compensate  Lessor  for any sums it may in its discretion advance as a result of
an Event of Default, or to apply towards losses or expenses Lessor may suffer or
incur as a result of the occurrence of an Event of Default hereunder.  If Lessor
uses,  draws  upon,  or applies all or any portion of Maintenance Reserves, such
application  shall  not be deemed a cure of any Default or any Event of Default,
and  Lessee  shall  within five (5) Business Days after written demand therefore
deposit  with  Lessor cash or other collateral acceptable to Lessor in an amount
sufficient  to  restore  the  Maintenance Reserves to their original level.  The
failure  of  Lessee  to  do  so  shall be a material breach of this Agreement by
Lessee.

5.3     Payment  Method

5.3.1     All  payments  of  Rent  and Maintenance Reserves by the Lessee to the
Lessor  under  this Agreement will be made by wire transfer for value on the due
date,  for  the  full  amount  due,  in  Dollars  and  in  same  day  funds, to:

JP  Morgan  Chase,  New  York
Swift  Code:  CHASUS33
Fedwire  Routing  Number:  021000021

For  the  account  of:

The  United  Bank  of  Kuwait  PLC
Account  Number:  0011951266
CHIPS  UID:  037393

Reference:  Cygnus

or to such other account as Lessor may direct in writing upon five Business Days
prior  written  notice  to  Lessee.

5.3.1     If  any  Rent,  Maintenance  Reserves or other payment would otherwise
become  due  on  a  day  that  is  not  a  Business  Day, it shall be due on the
immediately  preceding  Business  Day.

5.4     No  Set-Off;  Gross-up

Subject  to  the  terms  of  Section  5.11.2(b) herein with respect to shortfall
credits,  all  payments by the Lessee under or in connection with this Agreement
will  be  made  without  offset  or  counterclaim, free and clear of and without
deduction or withholding for or on account of any present or future Taxes of any
nature  whatsoever  now  or  hereinafter imposed, levied, collected, withheld or
assessed  by any government body or taxing authority, required to be withheld or
deducted  from  any  amounts  payable  by,  or on behalf of, Lessee hereunder to
Lessor  and  Lessee  shall  indemnify,  defend  and  hold harmless Lessor, on an
after-tax  basis,  with  respect  to any withholding taxes whenever imposed (all
such  Taxes being herein referred to as "Withholding Taxes"). If any Withholding
Taxes are so required to be withheld or deducted from any payment made by Lessee
hereunder, Lessee shall (i) pay to the appropriate government body the amount of
such Withholding Taxes and make such reports and filings in connection therewith
in  the  time  and  manner  required  by  applicable  laws and forward to Lessor
receipts  evidencing  payments  of  such  Withholding  Taxes  including, but not
limited  to,  all  forms  Agencia  Tributaria  Impuesto  sobre  la  Renta  de no
Residentes  Modelos 216 and 296 filed by Lessee, Lessee's annual summary of such
amounts  withheld  during  each year as provided to the Spanish tax authorities,
appropriate certificates required by the Spanish tax authorities to be submitted
to  Lessor  evidencing  amounts  withheld  and  a quarterly certificate from the
Spanish tax authorities summarizing such amounts withheld, (ii) at the time that
the  payment  upon  which the deduction or withholding applies is required to be
made,  pay  to  Lessor  (as  Supplemental  Rent)  any additional amount which is
necessary  in  order  for the net amounts received by Lessor, after deduction or
withholding  of  such  Withholding  Taxes  (including  Withholding  Taxes or any
payments  made  under  this Section 5.4), to equal the amounts payable to Lessor
had  no  such  deduction or withholding been required and (iii) promptly forward
Taxes  to such government body.  Lessor agrees to deliver to Lessee, at Lessee's
sole  cost  and  expense, such official certificates or documents that are:  (a)
reasonably  requested  in  writing by Lessee (b) reasonably obtainable by Lessor
and  (c)  are necessary to establish the payments by Lessee to Lessor hereunder,
or  under  this  Agreement  are  exempt from or are subject to a reduced rate of
Withholding  Tax  imposed by any government body or taxing authority, so long as
the  Lessor  has  determined  that,  it  is  entitled to claim such reduction or
exemption  without  any  cost or adverse consequence to Lessor.  If requested by
Lessor  in  connection with any request for certificates or documents hereunder,
Lessee  shall  provide  Lessor  with blank forms and instructions for completion
thereof.  For clarification, Lessor's obligation to provide such tax certificate
or  documentation will not compromise in any manner Lessee's obligations to make
full  and  timely payments pursuant to this Agreement, including but not limited
to,  Lessee's  obligations  under  this  Section  5.4.

5.5     Taxation

5.5.1     General  Obligation  of Lessee.  Except as set forth in Section 5.5.2,
Lessee  agrees  to  pay  promptly  when  due, and to indemnify and hold harmless
Indemnitees  on  a  full  indemnity  basis  from,  all  license,  translation,
Eurocontrol  and registration fees and all taxes, fees, levies, imposts, duties,
charges,  deductions or withholdings of any nature (including without limitation
any  value  added,  franchise,  transfer,  sales,  gross  receipts,  use, import
business, excise, turnover, personal property, stamp or other tax) together with
any assessments, penalties, fines, additions to tax or interest thereon, however
or wherever imposed (whether imposed upon Lessee, any of the Indemnitees, on all
or  part of the Aircraft, the Engines or otherwise), by any Government Entity or
taxing  authority  in the State of Incorporation, the State of Registration, the
United  States  of  America  or  any  other  country or any international taxing
authority,  upon  or  with  respect  to,  based  upon  or measured by any of the
following  (collectively,  "Taxes"):

a.     the  Aircraft,  Engines  or  any  Parts;

b.     the  delivery,  importation, leasing, possession, control, use, operation
maintenance,  return  or  other  disposition  of  the  Aircraft  or  carriage of
passengers  or  freight  during  the  Term;  and

c.     this  Agreement,  the payments due hereunder and the terms and conditions
hereof;  and

5.5.2     Exceptions  to Indemnity.  The indemnity provided for in Section 5.5.1
above,  does  not  extend  to  any  of  the  following  Taxes:

a.     Taxes  imposed  by any Government Entity or taxing authority in the State
of  Incorporation,  the  State of Registration, the United States of America, or
any  other  country  or  international taxing authority on the net income, gross
receipts,  capital  or  net  worth of Lessor (including, without limitation, any
franchise  tax,  any capital gains tax, any minimum or alternative minimum taxes
and  Taxes  measured  on  or  by  any  items of tax preference) or Taxes in lieu
thereof.  For  avoidance  of doubt, the parties agree that Lessee will indemnify
Lessor  as  provided  in  Section  5.5.1 above for any sales or use tax or value
added  tax  assessed  by  the  State  of Incorporation based on payments made by
Lessee  to  Lessor under this Agreement and the parties clarify that Section 5.4
herein  is  fully  applicable  to  payments  made by Lessee to Lessor under this
Agreement;

b.     Taxes attributable to the period prior to Delivery or after return of the
Aircraft  to  Lessor  in  accordance  with  this  Agreement;

c.     Taxes  attributable  to  Lessor's gross negligence, willful misconduct or
breach  of  this  Agreement;

d.     Taxes  imposed  as a result of Lessor's voluntary or involuntary transfer
or  other  disposition  of  the Aircraft, Engines or any Parts or this Agreement
(except  a  transfer  or sale resulting directly from Lessee's Default) provided
that Lessee remains responsible for payment of any Taxes that it would have been
required  to  indemnify  for  if  such voluntary or involuntary transfer had not
occurred;  or

e.     Taxes  imposed by any Government Entity or taxing authority in the United
States  of  America  or  any  foreign  country  or  by  any international taxing
authority  solely  as  a  result of (and unrelated to Lessee's use, operation or
maintenance  of  the  Aircraft  during  the  Term) (i) Lessor's ownership of the
Aircraft,  the  Engines or any Parts and (ii) the location of Lessor's business.

5.5.3     AfterTax  Basis.  The  amount  which  Lessee  is  required to pay with
respect  to  any  Taxes  indemnified  against  under  Section 5.5.1 is an amount
sufficient  to restore the relevant indemnitees on an aftertax basis to the same
position  that  such  relevant Indemnitees would have been in had such Taxes not
been  incurred.

5.5.4     Tax  Savings.  If  Lessor  (or if applicable its affiliate) realizes a
reduction  in  Taxes  not  subject  to  future challenge by any governmental tax
authority  (resulting  from  a  deduction,  credit, allocation, apportionment or
otherwise)  as  a  result of Taxes paid or indemnified against by Lessee, to the
extent  that  the  parties,  at  the  request  of  the Lessor, did not take such
reduction  into  account  in  calculating the amount to be indemnified for under
this  Section 5.5, Lessor will promptly pay to Lessee an amount equal to the sum
of  (a)  the  actual  reduction  in  Taxes realized by Lessor and (b) the actual
reduction  in  Taxes realized by Lessor as a result of any payment made pursuant
to this sentence.  Nothing herein will be deemed to restrict the right of Lessor
or  its  affiliate  to  make available tax elections and otherwise arrange their
respective  tax affairs as they deem appropriate and shall not require Lessor or
its  affiliate  to  file  any  claim for refund. Notwithstanding the immediately
preceding  sentence,  on  reasonable  written request by Lessee, Lessor will use
best  efforts  to  provide  to  Lessee,  within  a reasonable time period and at
Lessee's  sole  cost  and  expense, reasonable documentation necessary to assist
Lessee in applying for any possible tax refunds or tax deductions related to any
taxes  or  tax obligations imposed or to be imposed upon Lessee that are related
to  Lessee's  obligations  under  this  Agreement.  For  clarification, Lessor's
obligation  to  provide  such tax refund or tax deduction documentation will not
compromise  in  any manner Lessee's obligations to make full and timely payments
pursuant  to  this Agreement, including but not limited to, Lessee's obligations
under  Section  5.4  herein.

5.5.5     Timing  of Payment.  Any amount payable to any Indemnitees pursuant to
this  Section  5.5  will be paid within ten (10) days after receipt of a written
demand  therefore  from  Lessor accompanied by a written statement describing in
reasonable detail the basis for such indemnity and the computation of the amount
so  payable provided, however, that such amount need not be paid by Lessee prior
to  the earlier of (a) the date any Tax is payable to the appropriate Government
Entity  or  taxing  authority  or  (b)  in  the  case of amounts which are being
contested by Lessee in good faith or by Lessor pursuant to Section 5.5, the date
such  contest  is  finally  resolved.

5.5.6     Contests.  If  claim  is made against Lessor for Taxes with respect to
which  Lessee  is liable for a payment or indemnity under this Agreement, Lessor
will  promptly  give  Lessee  notice in writing of such claim provided, however,
that  Lessor's failure to give notice will not relieve Lessee of its obligations
hereunder  unless  such failure materially impairs or precludes Lessee's ability
to  contest  the claim.  So long as (i) a contest of such Taxes does not involve
any  substantial  danger  of the sale, forfeiture or loss of the Aircraft or any
interest therein, (ii) if Lessor so requests, Lessee has provided Lessor with an
opinion of independent tax counsel that a reasonable basis exists for contesting
such  claim  and  (iii)  adequate  reserves have been made for such Taxes or, if
required  by the taxing authority, an adequate bond has been posted, then Lessor
at  Lessee's  written  request  will  in  good  faith, with due diligence and at
Lessee's  expense, contest (or permit Lessee to contest in the name of Lessee or
Lessor)  the  validity,  applicability  or  amount  of  such Taxes.  Lessor will
provide  Lessee with such information as Lessee may reasonably request to enable
independent  counsel  to  issue  an opinion and to enable Lessee to contest such
Taxes  in  Lessee's  or  Lessor's  name.

5.5.7     Refunds.  Upon receipt by Lessor of a refund of all or any part of any
Taxes  which  Lessee  has paid, Lessor will pay to Lessee the net amount of such
Taxes  refunded  (including  any  interest  received  with  the refunded Taxes).

5.5.8     Cooperation  in  Filing Tax Returns.  Lessee and Lessor will cooperate
with  one  another  in providing information which may be reasonably required to
fulfill  each  party's tax filing requirements and any audit information request
arising  from  such  filing.

5.5.9     Survival  of  Obligations.  The  indemnities  and agreements of Lessee
provided  for  in  this  Section  5.5  will  survive  the  Expiry  Date.

5.6     Information

If  the  Lessee  is  required  by  any Applicable Law, or by any third party, to
deliver  any report or return in connection with any Taxes, the Lessee will duly
complete  the  same  and  Lessee  will either make such report or return in such
manner  as  will show the ownership of the Aircraft in Lessor and send a copy of
such  report  or  return to Lessor or will notify Lessor of such requirement and
make such report or return in such manner as shall be reasonably satisfactory to
Lessor.

5.7     Taxation  of  Indemnity  Payments

5.7.1     If  and  to  the extent that any sums payable to any Indemnitee by the
Lessee  under  this Agreement by way of indemnity are insufficient, by reason of
any Taxes payable in respect of those sums, for such Indemnitee to discharge the
corresponding  liability  to  the  relevant  third party (including any taxation
authority),  or  to  reimburse  such Indemnitee for the cost incurred by it to a
third party (including any taxation authority) the Lessee will, upon the written
request  for  payment  of  such amount, pay to such Indemnitee such sum as will,
after the tax liability has been fully satisfied, leave such Indemnitee with the
same  amount  as  it  would have been entitled to receive in the absence of that
liability,  together  with  interest on the amount of the deficit at the Default
Rate  in  respect  of  the period commencing on the date on which the payment of
taxation  is  finally due or, if later, five (5) Business Days after the date on
which  such  Indemnitee  notified  the Lessee in writing of the deficit and made
payment therefore, until payment by the Lessee (both before and after judgment).

5.7.2     If  and  to  the  extent  that  any  sums  constituting  (directly  or
indirectly)  an  indemnity to an Indemnitee but paid by the Lessee to any Person
other than the Indemnitee are treated as taxable in the hands of the Indemnitee,
the  Lessee  will  pay  to  such  Indemnitee,  such  sum  as will, after the tax
liability  has  been  fully  satisfied,  indemnify  such Indemnitee, to the same
extent  as  it  would  have  been  indemnified in the absence of such liability,
together  with interest on the amount payable by Lessee under this sub-clause at
the  Default  Rate  in respect of the period commencing on the date on which the
payment  of  taxation is finally due or until payment by the Lessee (both before
and  after  judgment).

5.8     Default  Interest

If  the  Lessee  fails to pay any amount payable under this Agreement on the due
date,  the  Lessee  will  pay  on  demand from time to time to the Lessor or any
Indemnitee interest (both before and after judgment) on the amount, from the due
date to the day of payment in full by the Lessee to the Lessor or Indemnitee, at
a  per  annum  rate  equal  to  the lower of (i) the base rate or prime rate for
commercial  loans  as  announced  from time to time by Citibank at its principal
lending  office in New York, New York, plus 5.0% per annum (the "Default Rate"),
or  (ii)  the  maximum  lawful  per annum rate for commercial loans; both net of
Withholding  Taxes.  All  such  interest  will be calculated on the basis of the
actual  number  of  days  elapsed  and  on  a  360  day  year.

5.9     Net-Lease

This  Agreement  is  a  net  lease and Lessee's obligations under this Agreement
including  but  not  limited  to Lessee's obligations to pay Rent and make other
payments  in accordance with this Agreement are absolute and unconditional under
any  and  all  circumstances  and  regardless  of  other  events,  including the
following:

5.9.1     any right of off-set, counterclaim, recoupment, defense or other right
(including  any  right  of  reimbursement) which Lessee may have against Lessor,
Manufacturer,  the  Engine  manufacturer  or  any  other  person for any reason,
including  any  claim  Lessee  may  have  for  the  foregoing;

5.9.2     unavailability  or interruption in use of the Aircraft for any reason,
including a requisition thereof or any prohibition or interference with or other
restriction  against  Lessee's  use,  operation  or  possession  of the Aircraft
(whether  by  law or otherwise), airworthiness, merchantability, fitness for any
purpose,  condition, design, specification or operation of any kind or nature of
the  Aircraft, the ineligibility of the Aircraft for any particular use or trade
or  for  registration  under  the  laws of any jurisdiction or Total Loss of the
Aircraft  until  Lessor  receives  the Agreed Value (on receipt of Agreed Value,
Lessor  shall  return  to  Lessee that portion of Basic Rent paid for the period
between  the  Total  Loss  Date  and  Lessor's  receipt  of  the  Agreed Value);

5.9.3     insolvency,  bankruptcy,  reorganization, arrangement, readjustment of
debt,  dissolution,  liquidation,  receivership,  administration  or  similar
proceedings  by or against Lessor, Lessee, Manufacturer, the Engine manufacturer
or  any  other  Person;

5.9.4     invalidity  or  unenforceability  or  lack  of due authorization of or
other  defect  in  this  Agreement;

5.9.5     failure  or  delay on the part of any party to perform its obligations
under  this  Agreement;  or

5.9.6     any  other  circumstance  which  but for this provision would or might
have  the  effect of terminating or in any other way affecting any obligation of
Lessee  hereunder.

Nothing  in  Section 5.9 will be construed to limit Lessee's rights and remedies
in  the event of Lessor's breach of its warranty of quiet enjoyment set forth in
Section  7.1 or to limit Lessee's rights and remedies to pursue any claim it may
have  against  Lessor  or  any  other  Person  pursuant  to  this  Agreement.

5.10     Deposit

5.10.1     The  Deposit  was paid directly to Lessor or Lender.  Lessor shall be
entitled  to  hold  and  apply  the  Deposit  as  specified  in  Section 5.10.2.

5.10.2     The  Lessor  shall  retain  the Deposit during the Term as additional
security  for  Lessee's  obligations under this Agreement. On the Delivery Date,
the  Deposit,  together  with  any  interest  earned  thereon shall constitute a
security  deposit  under this Agreement, shall be non-refundable during the Term
of  this  Agreement,  and shall be held by Lessor as security for the timely and
faithful  performance  by  Lessee  of  all  of  Lessee's  obligations under this
Agreement.  If  Lessee fails to pay Rent or Maintenance Reserves hereunder or to
pay any other sums due or to or to perform any of the other terms and provisions
of this Agreement or an Event of Default has otherwise occurred, Lessor may use,
apply,  draw upon or retain all or any portion of the Deposit in partial payment
for  sums  due  to Lessor by Lessee, to compensate Lessor for any sums it may in
its  discretion  advance  as a result of an Event of Default, or to apply toward
losses  or  expenses Lessor may suffer or incur as a result of the occurrence of
an Event of Default hereunder.  If Lessor uses, draws upon or applies all or any
portion  of  the  Deposit,  such  application  shall not be deemed a cure of any
Default  or  Event  of  Default,  and Lessee shall within five (5) Business Days
after  written  demand  therefore  deposit  with Lessor cash or other collateral
acceptable  to  Lessor  in  an  amount  sufficient to restore the Deposit to its
original  level  as set forth in Schedule 7 hereto, and the failure of Lessee to
do  so  shall  be  a  material  breach of this Agreement by Lessee.  Provided no
Default has occurred, the Deposit shall be returned to Lessee within thirty (30)
Business  Days  following  the  later  of  the Expiry Date, or the date Lessee's
obligations  relating  to  the return of the Aircraft have been fully performed.

5.11     Lessee  Reimbursement  of  Maintenance  Reserves

5.11.1     Use  of  Maintenance  Reserves.  Maintenance  Reserves may be used as
follows:

a.     Airframe  "C"  Check  Reserves.  Lessor  shall  reimburse Lessee from the
Airframe "C" Check Reserves paid by Lessee (less any previous disbursements from
Airframe  "C"  Check  Reserves)  for the actual cost of a scheduled Airframe "C"
Check  pursuant  to the Agreed Maintenance Program which occurs after completion
of  the  first  such  scheduled  Airframe  "C"  Check  pursuant  to  the  Agreed
Maintenance  Program  during  the  Term.  With respect to each such Airframe "C"
Check,  Lessee  shall be entitled to reimbursement under this Section 5.11 of an
amount  only  up  to  100%  of accumulated Airframe "C" Check Reserves as of the
first  date  of  such Airframe "C" Check and shall be solely responsible for any
such  Airframe "C" Check costs exceeding such Airframe "C" Check Reserves amount
and  shall  pay  for  such  costs  immediately at the time of completion of such
Airframe  "C"  Check.

b.     Airframe  "E"  Check  Reserves.  Lessor  shall  reimburse Lessee from the
Airframe "E" Check Reserves paid by Lessee (less any previous disbursements from
Airframe "E" Check Reserves) for the actual cost of a scheduled "E" Check or "E"
Check  equivalents  pursuant to the Agreed Maintenance Program.  With respect to
each  such D-check, Lessee shall be entitled to reimbursement under this Section
5.11  of an amount only up to 100% of accumulated Airframe "E" Check Reserves as
of the first date of such "E" Check and shall be solely responsible for any such
"E"  Check costs exceeding such Airframe "E" Check Reserves amount and shall pay
for  such  costs  immediately  at  the  time  of  completion  of such "E" Check.

c.     Engine  Refurbishment  Reserves.  Lessor  shall reimburse Lessee from the
respective Engine Refurbishment Reserves for each scheduled Engine overhaul paid
by  Lessee  (less  any  previous  disbursements  from  such Engine Refurbishment
Reserves)  for  the actual cost of work performed during the respective Engine's
shop  visit  requiring teardown or disassembly, including but not limited to the
replacement  of  life-limited  Parts,  including  third  party  labor in respect
thereof,  and  where  the replacement of life-limited Parts is accomplished with
advance  notice  to  and  the  approval  of  Lessor  (such  approval  not  to be
unreasonably withheld), in each case in accordance with the Maintenance Program.
Such  reimbursement  may  be  in  any amount of only up to 100% of such Engine's
Engine  Refurbishment  Reserves.  However,  the  actual cost of the life-limited
Parts  shall  not  be  reimbursed  from  Engine  Refurbishment  Reserves.

     d.     Engine  LLP  Reserves.  Life-limited  Parts  replaced  on  an Engine
pursuant to Section 5.11.1(c) shall be reimbursable to Lessee from such Engine's
respective Engine LLP Reserves and only up to an amount of 100% of such Engine's
Engine  LLP  Reserves.

e.     Landing  Gear  Reserves.  Lessor  shall reimburse Lessee from the Landing
Gear  Reserves  (less any previous disbursements from Landing Gear Reserves) for
the  actual  cost  of scheduled overhauls, refurbishments, or exchanges with the
advance  consent of Lessor and only up to an amount of 100% of such Landing Gear
Reserves.

If  Lessee  intends to undertake maintenance on the Aircraft, the cost for which
it  will  seek  reimbursement from the Maintenance Reserves, Lessee shall notify
Lessor  at  least thirty (30) days in advance in respect of any tasks under (a),
(b)  and/or  (c) above, at least ten (10) Business Days in advance in respect of
any  tasks  under (d) and/or (e) above, or shall provide such other notice as is
possible  or  feasible in respect of any other tasks, and shall request Lessor's
consent in writing, of the workscope Lessee desires to accomplish, the estimated
cost thereof and the maintenance facility Lessee proposes to have accomplish the
work.  Lessor  shall advise in writing of its consent or rejection in respect of
any  task  under  (a),  (b)  or  (c) above within ten (10) days after receipt of
Lessee's  notice.  Lessor shall advise in writing of its consent or rejection in
respect  of any task under (d) or (e) above within three (3) Business Days after
receipt  of Lessee's notice, and any failure by Lessor to respond to such notice
within  such  time  periods shall be deemed consent by Lessor thereto.  Lessor's
consent  regarding  all  work  under  this  paragraph  shall not be unreasonably
withheld.  Lessor  is  entitled  to have one or more representatives present, at
Lessor's  cost,  during  any  maintenance  on  the Aircraft that may result in a
claim  by  Lessee  for  payment  from  Maintenance  Reserves.

5.11.2     Payment  by  Lessor.  Any  claims  by  Lessee  for reimbursement from
Maintenance  Reserves  shall  be  for completed work only.  Provided there is no
Default  or  Event  of Default, any reimbursable claims pursuant to this Section
5.11  shall  be  paid or disputed not later than ninety (90) days after Lessor's
receipt  of  a  detailed  invoice, reasonably satisfactory to Lessor in form and
substance,  together  with  supporting evidence reasonably acceptable to Lessor,
such  as  third  party bills and work package certified completed.  Lessor shall
pay  to  Lessee such amounts as are equal to the actual cost incurred by Lessee,
during the Term of the Agreement and claimed by Lessee, in respect of and to the
extent  of  reimbursable claims pursuant to this Section 5.11 provided, however,
that:

a.     No  payment shall be made in respect of replacements or repairs caused by
foreign  object  damage,  faulty  maintenance  or  installation,  or  covered by
manufacturer's  alert  service  bulletins  outside  of  the  Agreed  Maintenance
Program,  or misuse, neglect, negligence, or any cost which is reimbursable by a
claim  under  the  manufacturer's  warranties or by insurance (deductibles being
treated  as  reimbursable  by insurance for this purpose) after due diligence in
effecting  recovery,  or  any  other  replacements  or  repairs  paid  for  or
reimbursable  by  any  other  Person.

b.     Lessee  will  be  responsible  for  payment of all costs in excess of the
amounts  reimbursed  hereunder.  If, at the time of the structural check (in the
case  of  the  Airframe) or at the time of removal (in the case of an Engine, or
the  Landing  Gear) and so long as there is no Default or Event of Default under
this  Agreement, the balance in the account for the Airframe "C" Check Reserves,
Airframe  "E"  Check  Reserves,  Engine  LLP  Reserves  or  Engine Refurbishment
Reserves  for a particular Engine, or Landing Gear Reserves, as applicable, less
all  previous payments by Lessor to Lessee for reimbursement in such account and
less  any  set  off by Lessor for any repair or overhaul expenditure that Lessor
may  incur in accordance with Section 15.7 of this Agreement, is insufficient to
satisfy  a  claim for reimbursement in respect of the applicable Airframe check,
Engine,  or  Landing  Gear,  Lessee  shall  receive  a  credit  against  future
Maintenance  Reserves  to  the  applicable  account  in  an  amount equal to the
shortfall  in  that account.  Notwithstanding the foregoing, with respect to the
credit available to Lessee in the case of an Engine overhaul, if such deficiency
in  the  appropriate  Maintenance  Reserves account for the overhaul is due to a
scheduled  overhaul event or due to normal operation of such Engine (pursuant to
the  Manufacturer's  maintenance manual) Lessor may, at Lessor's sole discretion
and  in  lieu  of  such  credit  to  Lessee; (1) draw and retain all Maintenance
Reserves  related  to  the  Engine  so  replaced and replace such Engine with an
engine  of the same model and similar or higher modification level as the Engine
it  replaced  provided:  (i)  such  engine  has a positive EGT Margin; (ii) such
engine has at least one year of life remaining to the next scheduled overhaul or
the  same  duration of life remaining to the Expiration Date if such duration of
time  is less than one year, and (iii)  Lessor, at Lessor's cost and expense has
provided  a  videoborescope  of  such  engine  or (2) pay directly to the Agreed
Maintenance  Performer,  an amount representing the deficiency in the applicable
Maintenance  Reserves  for  such  overhaul.

5.11.3  Lessee's  Right  to  Payment.  For the avoidance of doubt, Lessee has no
right to the payment or return of any Maintenance Reserves at any time and at no
time  shall  Lessor  be  required  to  reimburse Lessee for any shortfall in any
Maintenance  Reserves  except  for Lessor's reimbursement pursuant to Schedule 7
herein  for  Maintenance  Reserves  credits  resulting  from  such  shortfalls.
Furthermore,  no  interest  will accrue or be paid at any time to Lessee on such
Maintenance  Reserves.  If  Lessor fails to timely pay any properly reimbursable
claim pursuant to Section 5.11.2 of Schedule 7 herein, Lessor shall, provided no
Default  or  Event  of  Default has occurred, pay interest on the amount of such
claim  at  the Default Rate from the date that such reimbursement is due through
the  date  that such reimbursement is made. Lessor may commingle the Maintenance
Reserves  with  Lessor's  general  funds.

5.12     Lessee  Setoff.

Provided no Default or Event of Default has occurred, if Lessor fails to deliver
the Aircraft on or before June 28, 2002, due solely and directly to the fault of
Lessor  or  its  representatives,  Lessor shall share equally in the cost of the
penalty, if any, actually incurred and paid by Lessee to Iberia Lineas Aereas de
Espana,  S.A.  ("Iberia")  pursuant to that certain agreement between Lessee and
Iberia  entitled Contrato de Reserva de Capacidad para Transporte de Carga Aerea
entre Iberia Lineas Aereas de Espana, S.A. y Cygnus Air, S.A. and dated June 12,
2002.  Such  penalty  must  be  solely  and directly related to Lessor's delayed
delivery  of  the  Aircraft  to Lessee and Lessee shall provide documentation to
Lessor, in form and substance satisfactory to Lessor, of Lessee's incurrence and
payment of such penalty.  Lessor's contribution to payment of such penalty shall
be  limited  to  one  half  of  such  penalty and up to a maximum of US$3,600.00
penalty  incurred  by  Lessee  per day with a maximum gross total of US$115,200.
Such  penalty  shall  only  be paid for days occurring on or after June 29, 2002
through  July 31, 2002 during which Lessor continues, due solely and directly to
the  fault  of Lessor or its representatives, to fail to deliver the Aircraft to
Lessee.  Payment  by  Lessor  of  such  penalty  shall only be in the form of an
allowed  set-off  by  Lessee,  in  amounts  equal to properly documented penalty
payments  by  Lessee,  against  "Basic  Rent"  payments owed by Lessee to Lessor
pursuant  to  this  Agreement.  Such allowed set-off may not be applied to Basic
Rent owed by Lessee to Lessor for the first month of the Term.  In no event will
Lessor  be  required  to  make  monetary  payments  to  Lessor for such penalty.

6.     MANUFACTURER'S  WARRANTIES

6.1     Assignment

Notwithstanding  this  Agreement, the Lessor will remain entitled to the benefit
of  each warranty, express or implied, and any unexpired customer and/or product
support  given or provided in respect of the Aircraft, any Engine or Part by any
manufacturer,  vendor, maintenance performer, subcontractor or supplier.  Unless
an Event of Default shall have occurred, the Lessor hereby authorizes the Lessee
to  pursue  any  claim thereunder in relation to defects affecting the Aircraft,
any  Engine  or  Part  and the Lessee agrees diligently to pursue any such claim
which  arises  at its own cost.  The Lessee will notify the Lessor promptly upon
becoming  aware  of  any such claim.  The Lessor will provide such assistance to
the  Lessee  in  making  a  claim  under  any such warranties or customer and/or
product  support  as the Lessee may reasonably request, and, if requested by the
Lessee  and  at  the Lessee's expense, will pursue a claim in its own name where
the  relevant  manufacturer,  vendor,  maintenance  performer,  subcontractor or
supplier  has  refused  to  acknowledge the Lessee's right to pursue that claim.

6.2     Proceeds

All  proceeds of any such claim as is referred to in Section 6.1 that exceed the
Damage  Notification  Threshold  will  be  paid  directly to the Lessor.  To the
extent  that  such claim relates, however, to (i) defects affecting the Aircraft
which  have  been  rectified  by  Lessee; or (ii) reasonable and necessary costs
incurred  by  the Lessee in pursuing such claim (whether or not proceeds of such
claim  are  payable to the Lessee); or (iii) any proceeds in an amount less than
the  Damage Notification Threshold; and provided no Default shall have occurred,
such  proceeds  shall  be  paid  directly  to  the  Lessee.

6.3     Parts

Except  to  the  extent  the  Lessor  otherwise agrees in a particular case, the
Lessee  will  assure  that  all  engines,  components,  furnishings or equipment
provided  by  the  manufacturer, vendor, maintenance performer, subcontractor or
supplier  as  a replacement for a defective Engine or Part pursuant to the terms
of  any  warranty  or  customer  and/or  product support arrangement comply with
Section  8.13.1,  are  installed  on the Aircraft promptly and that title to any
such  engine  or part vests in the Lessor in accordance with this Agreement.  On
installation,  such items will be deemed to be an Engine or Part, as applicable.

6.4     Agreement

To  the extent any warranties or customer and/or product support relating to the
Aircraft are made available under an agreement between any manufacturer, vendor,
maintenance  performer, subcontractor or supplier and the Lessee, this Section 6
is subject to that agreement.  Lessee shall take all such steps as are necessary
and requested by the Lessor at the end of the Term to ensure that the benefit of
any  of  those  warranties  or  customer  and/or  product support which have not
expired  are  vested  in  the  Lessor.

7.     LESSOR'S  COVENANTS  AND  DISCLAIMERS

7.1     Quiet  Enjoyment

Provided  no Default or Event of Default shall have occurred, neither the Lessor
nor  any  Person claiming by, through or on account of the Lessor will interfere
with  the  quiet  use,  possession  and enjoyment of the Aircraft by the Lessee.

7.2     Registration  and  Filings

The  Lessor  shall  not do or cause to be done anything that might reasonably be
expected  to adversely affect the registration of the Aircraft with the Aviation
Authorities.  Lessor  shall  do all acts and things (including making any filing
or registration with the Aviation Authorities or any other Government Entity) as
may be required following and be directly related to any change in the ownership
of  the  Aircraft.

7.3     Exclusion

THE  AIRCRAFT  IS ACCEPTED BY THE LESSEE "AS IS, WHERE IS" AND LESSEE AGREES AND
ACKNOWLEDGES  THAT  LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS
NOT  AND WILL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY CONDITIONS, WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, INCLUDING BUT
NOT  LIMITED  TO:

7.3.1     THE  DESCRIPTION,  AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE
OR  PURPOSE,  VALUE,  CONDITION,  OR  DESIGN,  OF  THE  AIRCRAFT OR ANY PART; OR

7.3.2     ANY  OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR
NOT  ARISING  FROM  LESSOR'S  NEGLIGENCE,  ACTUAL  OR  IMPUTED;  OR

7.3.3     ANY  OBLIGATION,  LIABILITY,  RIGHT,  CLAIM  OR  REMEDY FOR LOSS OF OR
DAMAGE  TO  THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR
ANY  OTHER  DIRECT,  INDIRECT,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES.

7.4     Lessee's  Waiver

EXCEPT  FOR  THE  LESSOR'S  PERFORMANCE OF EACH COVENANT AND AGREEMENT OF LESSOR
EXPRESSLY  SET  FORTH  IN  THIS  AGREEMENT  (INCLUDING  ITS  COVENANT  OF  QUIET
ENJOYMENT),  LESSEE  HEREBY  WAIVES,  AS  BETWEEN ITSELF AND THE LESSOR, ALL ITS
RIGHTS  IN  RESPECT  OF  ANY  CONDITION,  WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED,  ON  THE  PART  OF  LESSOR  AND ALL CLAIMS AGAINST LESSOR HOWSOEVER AND
WHENEVER  ARISING  AT  ANY  TIME  IN  RESPECT  OF  OR  OUT  OF  THE OPERATION OR
PERFORMANCE  OF THE AIRCRAFT OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY
RIGHTS  ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LESSOR.

7.5     Lessee's  Confirmation

LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF SECTIONS 7.3 AND 7.4
AND  ACKNOWLEDGES  THAT  BASIC RENT, MAINTENANCE RESERVES AND OTHER AMOUNTS HAVE
BEEN  VALUED  AND  CALCULATED  BASED  UPON  SUCH  PROVISIONS.

7.6     Lessor  Contribution

Provided  no Default or Event of Default has occurred, the Lessor shall make the
Lessor  Contributions  as  required  in  accordance  with  Schedule  8.

7.7     Lessor  Use  of  Irrevocable  Power  of  Attorney

Lessor  shall  only  utilize  the  Irrevocable  Power  of Attorney referenced in
Section  3.1.15  herein  in  the  event  of  a  Default  or an Event of Default.

8.     LESSEE'S  COVENANTS

8.1     Duration

The  undertakings  in this Section 8 and in Section 12 will, except as otherwise
stated,  be  performed  at  the  expense of the Lessee and remain in force until
redelivery  of  the Aircraft to the Lessor in accordance with this Agreement and
thereafter  to  the  extent  of  any accrued rights of the Lessor in relation to
those  undertakings.

8.2     Information

The  Lessee  shall  promptly take the following actions and supply the following
reports to Lessor.  All reports delivered to Lessor pursuant to this Section 8.2
shall  be  in  English.

8.2.1     Notify  the  Lessor  immediately  of  the occurrence of any Default or
Event  of  Default.

8.2.2     Furnish  to  the  Lessor:

a.     within  90  days  after  the  last  day of each of the first three fiscal
quarters  of  each  fiscal  year  of  the  Lessee, unaudited quarterly financial
statements of the Lessee prepared for such quarter, including a balance sheet as
of  the  last day of such quarter and statements of income and retained earnings
and  statements  of  cash flow for such fiscal quarter, all in reasonable detail
(subject  to  year-end  audit adjustments) and prepared in accordance with GAAP;

b.     as  soon  as available but not in any event later than 180 days after the
last  day  of  each  fiscal  year  of the Lessee, audited consolidated financial
statements  of  the  Lessee  prepared  for  such  year, including a consolidated
balance sheet of the Lessee and its Subsidiaries as of the last day of such year
and  consolidated  statements  of  income and retained earnings and consolidated
statements  of cash flow for such fiscal year and on a comparative basis figures
for  the  immediately  preceding  fiscal  year,  all  in reasonable detail, each
prepared  in  accordance  with  GAAP  and  certified  by  an  accounting firm of
internationally  recognized  independent  certified public accountants as fairly
presenting  the  financial  position and the results of operations of Lessee and
its  Subsidiaries  at  the  end  of  and for such fiscal year and as having been
prepared  in  accordance  with  GAAP;

c.     at  the  same time as it is issued to the creditors of the Lessee, a copy
of  each  notice  or  circular  issued to the Lessee's creditors as a group; and

d.     on  request from time to time such other information regarding the Lessee
and  its  business  and  affairs  as  the  Lessor  may  reasonably  request.

8.2.3     Inform  the Lessor as to the current serial numbers of the Engines and
any  engine  installed  on  the  Airframe.

8.2.4     Promptly  furnish  to the Lessor all information which the Lessor from
time  to time reasonably requests regarding the Aircraft, any Engine or any Part
and  its  use,  location  and  condition,  including  the hours available on the
Aircraft  and any Engine until the next scheduled check, inspection, overhaul or
shop  visit,  as  the  case  may  be.

8.2.5     Furnish  to  the Lessor evidence reasonably satisfactory to the Lessor
that  all  Taxes and charges incurred by the Lessee with respect to the Aircraft
have been timely paid and discharged in full, including but not limited to forms
Agencia  Tributaria Impuesto sobre la Renta de no Residentes Modelos 216 and 296
filed  by  Lessee,  Lessee's annual summary of such amounts withheld during each
year  as  provided  to  the  Spanish  tax  authorities, appropriate certificates
required  by  the  Spanish  tax authorities to be submitted to Lessor evidencing
amounts  withheld  and  a quarterly certificate from the Spanish tax authorities
summarizing  such  amounts  withheld.

8.2.6     Provide  the  Lessor,  within  five (5) days following the end of each
calendar  month  during  the  Term, with a monthly report on the Aircraft in the
form set out in Schedule 6.  If there is a partial month at the end of the Term,
such  report  will  be  due  upon  the  Expiry  Date.

8.2.7     Give  the Lessor annual written notice of the time and location of all
Major  Checks  during  the  succeeding  12-month  period.

8.2.8     Promptly  notify  the  Lessor  of:

a.     any loss, theft, damage or destruction to the Airframe, any Engine or any
Part,  or  any modification to the Aircraft if the potential cost may reasonably
be  expected  to  exceed  the  Damage  Notification  Threshold;

b.     any  claim  or  other occurrence likely to give rise to a claim under the
Insurances  (but,  in  the  case  of  hull  claims only, in excess of the Damage
Notification  Threshold)  and  details  of  any  negotiations with the insurance
brokers  over  any  such  claim;  and

c.     any  litigation,  arbitration  or  administrative  proceedings  that  are
pending  or,  to the Lessee's knowledge, threatened against the Lessee which, if
adversely  determined,  would  have a material adverse effect upon its financial
condition  or  business  or  its  ability  to perform its obligations under this
Agreement.

8.2.9     Provide  the  Lessor,  within  five (5) days following the end of each
calendar  month  during  the Term, with a monthly report regarding Lessee's fees
due  to  Eurocontrol  related to the Aircraft and all other aircraft in Lessee's
fleet.

8.2.10     Provide  the  Lessor,  within  five  (5)  days  following end of each
calendar  month  during  the Term evidence in form and substance satisfactory to
Lessor,  of  Lessee's payment of each of such fees   referenced in Section 8.2.9
herein,.

8.2.11     Provide  to Lessor within (5) days preceding the end of each calendar
month  during  the  Term, with the scheduled flight plan/routes for the Aircraft
for  the  following  month.

     8.2.12     Provide  to  Lessor  written  notice  of  payment  or use of any
deductible provided for pursuant to the insurance policy(ies) utilized by Lessor
to  comply  with  the terms of Section 9 herein.   Such notice shall be provided
within 48 hours of such payment or use and shall be accompanied by documentation
from  the  relevant insurer(s), reasonably satisfactory in form and substance to
Lessor  and  Lender, indicating the amount of any aggregate deductible remaining
pursuant  to  the  relevant  insurance  policy(ies) after such payment or use of
deductible.

8.3     Lawful  and  Safe  Operation

The  Lessee  shall:

8.3.1     Comply  with  the  law  for  the time being in force in any country or
jurisdiction  in which the Aircraft is being operated which is applicable to the
Aircraft  or  the  use  and  operation  of  the  Aircraft.

8.3.2     Not  use the Aircraft in any manner contrary to any requirement of the
Aviation  Authorities,  any  other  applicable  Governmental  Entity,  or  the
manufacturers  of  the  Aircraft,  any Engine or any Part or for any purpose for
which  the  Aircraft  is  not  designed  or  reasonably  suitable.

8.3.3     Ensure  that  the crew and engineers employed by it in connection with
the  operation  and maintenance of the Aircraft have the qualifications and hold
the  licenses  required  by  the  Aviation  Authorities  and  Applicable  Law.

8.3.4     Use  the  Aircraft  solely in commercial or other operations for which
the  Lessee  is  duly authorized by the Aviation Authorities and Applicable Law.

8.3.5     Not  knowingly  use  the  Aircraft  (or  use  it when the Lessee ought
reasonably  to  have  known  that  it  was  being  so used) for the carriage of:

a.     whole animals, living or dead, except in the cargo compartments according
to  IATA  regulations,  and  except  domestic  pet animals carried in a suitable
container  to  prevent the escape of any liquid and to ensure the welfare of the
animal;

b.     acids,  toxic  chemicals,  other corrosive materials, explosives, nuclear
fuels,  nuclear  wastes  or  any  nuclear  assemblies  or  components, except as
permitted for cargo aircraft under the "Restriction of Goods" schedule issued by
IATA  from  time to time and provided that all the requirements for packaging or
otherwise  contained  therein  are  fulfilled;

c.     any  other  goods,  materials or items of cargo which could reasonably be
expected  to  cause  damage  to  the  Aircraft and which would not be adequately
covered  by  the  Insurances;  or

d.     any  illegal  item  or  substance;

8.3.6     Not  utilize  the  Aircraft  for  purposes  of training, qualifying or
re-confirming  the  status  of  cockpit  personnel except for the benefit of the
Lessee's  cockpit  personnel,  and then only if the use of the Aircraft for such
purpose is not disproportionate to the use for such purpose of other aircraft of
the  same  type  operated  by  the  Lessee.

8.3.7     Not  cause  or  permit  the  Aircraft to proceed to, or remain at, any
location  which is for the time being the subject of a prohibition order (or any
similar  order  or  directive)  by:

a.     any  Government Entity of the State of Registration or the Habitual Base;
or

b.     any  Government Entity of the country in which such location is situated;
or

c.     any  Government  Entity  having  jurisdiction  over  the  Lessor  or  the
Aircraft;

provided,  however, that the failure of the Lessee to comply with the provisions
of  this  sentence  shall  not  give  rise  to  a Default or an Event of Default
hereunder  where such failure is attributable to a hijacking, medical emergency,
equipment  malfunction,  weather condition, navigational error or other isolated
extraordinary  event  (not  within  the  Lessee's  control)  and  the  Lessee is
diligently  proceeding  to  rectify  such  failure  as  soon  as  is  reasonably
practicable.

8.3.8     Obtain  and maintain in full force all certificates, licenses, permits
and  authorizations  required  for the use and operation of the Aircraft for the
time  being,  and  for the making of payments required by, and the compliance by
the  Lessee  with  its  other  obligations  under,  this  Agreement.

8.4     Taxes  and  Other  Charges

Subject  to  Section  5.5,  the Lessee will promptly pay, when due, all license,
filing  and  registration  fees, Eurocontrol fees, costs, charges, fees, levies,
expenses,  notarization  fees, legalization fees and apostille fees, translation
fees,  Taxes  and  other  amounts of any nature imposed by any Government Entity
with respect to the Aircraft and its delivery, importation, leasing, possession,
use,  operation,  control,  maintenance,  return,  or other disposition, and all
rent,  fees, charges, Taxes imposed on the Aircraft, Lessee, or any Indemnitees,
or  any Lender and other amounts with respect to any premises where the Aircraft
or  any  Part thereof is located from time to time during the Term.  Lessee will
also  arrange  and  pay  for the timely translation into Spanish or English (and
utilizing  an  official translator when required), as applicable, of any and all
documents including, but not limited to, this Agreement, the Assignment, Consent
and  Agreement,  the  Certificate of Acceptance, and all documents referenced in
Sections  3  and  4  herein,  as is necessary to accomplish the transactions and
obligations  contemplated  by  this  Agreement  and/or  as  is necessary for any
litigation,  arbitration,  mediation,  or  other  court, administrative, or like
proceeding related to this Agreement.  For avoidance of doubt, such translations
of the Assignment, Consent and Agreement, the Certificate of Acceptance, and all
documents  referenced  in  Sections  3  and 4 herein, except for this Agreement,
shall  be  provided  to Lessor and Lender prior to Delivery.  The translation of
this  Agreement and of the Assignment Consent and Agreement shall be provided on
or  before  July  8, 2002.  The provisions of this Section 8.4 shall survive and
shall  remain  in  full  force  after  the  Expiry  Date.

8.5     Sub-Leasing

Lessee  will  not,  without  the  prior  written  consent  of  Lessor or Lender,
sub-lease  or  part  with  possession  of  the Aircraft, the Engines or any Part
except  that  Lessee  may part with possession (i) with respect to the Aircraft,
the  Engines  or  any  Part to the relevant manufacturers for testing or similar
purposes  or to an Agreed Maintenance Performer for service, repair, maintenance
or  overhaul  work,  or  alterations,  modifications  or additions to the extent
required  or  permitted by this Agreement, and (ii) with respect to an Engine or
Part,  as  expressly  permitted  by this Agreement.  For the avoidance of doubt,
Lessee  shall  be  entitled to operate the Aircraft on a "wet lease" basis for a
third  party  so  long as (1) possession and operational control of the Aircraft
remains  with the Lessee at all times, and (2) Lessee is otherwise in compliance
with  the  terms  and  conditions  of  this  Agreement.

8.6     Inspection

8.6.1     The  Lessor  and  any  Person  designated  by  the  Lessor may, at any
reasonable  time  and  upon  prior  reasonable  notice (except if there exists a
Default or Event of Default wherein no notice shall be required), visit, inspect
and survey the Aircraft, Aircraft Documents, Aircraft records, any Engine or any
Part  for the purpose of verifying compliance by the Lessee with its obligations
under  this  Agreement  as to the maintenance, use or operation of the Aircraft;
provided,  that  such  inspection  shall  not  unreasonably  interfere  with the
operation  of  the  Aircraft or the conduct of the Lessee's commercial business.

8.6.2     The  Lessor  shall  bear its own costs and expenses in connection with
any  such  visit(s),  inspection(s)  or  survey(s)  unless a Default or Event of
Default  has  occurred  or  unless  the  visit(s),  inspection(s)  or  survey(s)
discloses  that  a  Default or Event of Default has occurred, in which case such
costs and expenses of such inspection(s), visit(s) or survey(s) shall be paid by
the  Lessee  immediately  on demand.  This Section 8.6 shall in no way limit the
Lessor's  rights and the Lessee's obligations pursuant to Section 12.2.2 herein.

8.6.3     The  Lessor  shall  have no duty to make, or liability arising out of,
any  such  visit,  inspection  or  survey.

8.7     Protection  of  Title

The  Lessee  shall,  at  Lessee's  sole  expense:

8.7.1     Not  do  or knowingly permit to be done or omit or knowingly permit to
be  omitted  to  be  done any act or thing which might reasonably be expected to
jeopardize  the  respective rights, title and interest of the Lessor as owner of
the  Aircraft  and Lessor under this Agreement, the right, title and interest of
any  Lender  of  the  Aircraft  or  assignee  of this Agreement or the validity,
enforceability  or  priority  of  any  Mortgage.

8.7.2     Make  clear  to  third parties, on all occasions when the ownership of
the  Aircraft,  any  Engine  or  any Part is relevant, that title is held by the
Lessor  and  is  subject  to  any  Mortgage.

8.7.3     Not  at any time represent or hold out the Lessor as carrying goods or
passengers  on  the Aircraft or as being in any way connected or associated with
any operation or carriage (whether for hire or reward or gratuitously) which may
be  undertaken  by  the  Lessee,  or  pledge  the  credit  of  the  Lessor.

8.7.4     Ensure  that  there  is  always affixed, and not removed or in any way
obscured, a fireproof      (having dimensions of not less than 6 in. x 4 in.) in
a  location  reasonably  adjacent  to,  and  not  less  prominent  than,  the
airworthiness  certificate  for  the  Aircraft  and  in  a  reasonably prominent
position  on  each  Engine  stating:

"This  Aircraft/Engine  is  leased  to  Cygnus  Air,  S.A.
U.S.  BANK  NATIONAL  ASSOCIATION,
AS  TRUSTEE  AND  OWNER
THE  UNITED  BANK  OF  KUWAIT  PLC,
AS  AGENT  AND  LENDER
Airframe:  DC8-73F,  Manufacturer's  Serial  Number  46133, Spanish Registration
Number_____"

and  Lessee  agrees  to make such changes to such lease identification plates as
Lessor  may  reasonably  request  from  time  to  time.

8.7.5     Not  create  or permit to exist any Security Interest other than those
of  Lessor  or  authorized  by Lessor upon the Aircraft, any Engine or any Part.

8.7.6     Not  do or permit to be done anything which may reasonably be expected
to  expose  the  Aircraft,  any  Engine  or  any  Part  to  penalty, forfeiture,
impounding,  detention,  appropriation,  damage  or  destruction  and,  without
prejudice  to  the  foregoing,  if  any  such  penalty,  forfeiture, impounding,
detention,  appropriation,  damage or destruction occurs, give the Lessor notice
and  use its best efforts to procure the immediate release of the Aircraft, such
Engine  or  such  Part,  as  the  case  may  be.

8.7.7     Not  abandon  the  Aircraft,  the  Engine  or  any  Part.

8.7.8     Pay  and  discharge  or  cause  to be paid and discharged when due and
payable  or  make  adequate  provision  by  way of security or otherwise for all
debts,  damages,  claims and liabilities which have given or might reasonably be
expected to give rise to a Security Interest over or affecting the Aircraft, any
Engine  or  any  Part.

8.7.9     Not attempt, or hold itself out as having any power, to sell, lease or
otherwise  dispose  of  the  Aircraft,  any  Engine  or  any  Part other than as
expressly  permitted  by  this  Agreement.

8.7.10     Do  or  cause  to  be done, at its sole cost and expense, any and all
acts  and  things  which  may  be required under the terms of any Applicable Law
(other than Federal Aviation Law) involving any jurisdiction in which Lessee may
operate,  or  any  and  all  acts  and things which the Lessor or any Lender may
reasonably  request,  to  perfect  and preserve, to the extent legally possible,
Lessor's  ownership  rights  and  any  Lender's  Security Interest in and to the
Aircraft  within  any  such  jurisdiction.

8.8     General

The  Lessee  will:

8.8.1     Not make any substantial change in the nature of the business in which
it  is  engaged  if  such change, in the reasonable opinion of the Lessor, might
reasonably  be  expected  to  have  a  material  adverse  effect on the Lessee's
performance  of  its  obligations  under  this  Agreement.

8.8.2     Preserve  its  corporate  existence, and will not merge or consolidate
with any Person without Lessor's prior written approval and unless the successor
Person  resulting  from  such  merger  or  consolidation  (the  "Successor"):

a.     is  the Lessee or an Affiliate incorporated in the State of Incorporation
or  the  State  of  Registration;

b.     shall  have a net worth immediately after such merger or consolidation of
not  less  than  the  Lessee's  net  worth  immediately  prior  thereto;

c.     shall  be  authorized  under  Applicable  Law  to  perform  the  Lessee's
obligations  under  this  Agreement  and  any  assignment or assumption relating
thereto  to  the  same  extent  as  the  Lessee;

d.     shall  deliver  to  the  Lessor  an  agreement,  in  form  and  substance
reasonably satisfactory to the Lessor, containing an assumption by the Successor
of  the  Lessee's representations and warranties under this Agreement (with such
changes  and  qualifications  as  are  appropriate),  together  with the due and
punctual  performance  of all the Lessee's obligations under this Agreement; and

e.     shall deliver to the Lessor an opinion of counsel reasonably satisfactory
in  form  and  substance to the Lessor to the effect that the Successor complies
with  sub-sections  (a)  and  (b), above, and that the agreements referred to in
sub-section  (d)  above  constitutes  the  Successor's  legal, valid and binding
obligations  and  evidence  reasonably satisfactory to Lessor that the Successor
complies  with  sub-section  (b),  above.

8.8.3     Ensure  that no change will occur in the Habitual Base of the Aircraft
without  the  prior  written  consent  of  the  Lessor.

8.8.4     Notify Lessor prior to any single Person or group of Persons acquiring
Control of Lessee either directly or indirectly, whether in one transaction or a
series  of transactions, and will not allow a change in Control without Lessor's
prior  written consent, such consent not to be unreasonably withheld.  "Control"
for  purposes  of  this Agreement, shall mean 25% or more ownership in Lessee or
any  other  transaction  that  vests  actual  control of Lessee in any Person or
entity.

8.9     Records

The  Lessee  shall  procure  that  accurate, complete and current records of all
flights made by, and all maintenance carried out on, the Aircraft (including, in
relation  to  each  Engine  and  Part  subsequently  installed,  before  the
installation)  are  kept  in English (to the extent required by Applicable Law),
and  shall  keep  the records in such manner as the Aviation Authorities and JAA
may  from time to time require and ensure that they comply with the requirements
of  the  manufacturers of the Aircraft, any Engine or any Part. The records will
form  part of the Aircraft Documents.  Lessee shall ensure that all life-limited
Parts  installed  on the Aircraft during the Term are traceable "back to birth."
Maintenance  records  shall  include,  but not be limited to, an overhaul record
including  usage since the last overhaul.  Notwithstanding the foregoing in this
Section  8.9,  the  Aircraft  log  book entries and daily reports may be kept in
Spanish.  However,  Lessee shall ensure that Aircraft log book entries and daily
reports  for  at least the last 60 days prior to the end of the Term are kept in
English.  At  the end of the Term, Lessee shall, on Lessor's reasonable request,
at  Lessee's  expense,  translate  any non-English records entries into English.

8.10     Registration  and  Filings

The  Lessee  shall:

8.10.1     Maintain  the  registrations,  notations  and  recordings  with  the
Aviation  Authorities  of the Aircraft and this Agreement with such registration
reflecting  interests  of  Lessor and the Security Interest of any Lender in the
Aircraft and this Agreement, and not do or suffer to be done anything that might
adversely  affect  such  registration,  notation,  recording  or  interest.

8.10.2     Do  all  acts  and  things  (including making any filing, notation or
registration  with  the  Aviation Authorities, or any other Government Entity or
non-governmental  authority)  and  executing  and  delivering  all  documents
(including any amendment of this Agreement) as may be reasonably required by the
Lessor  or  Lender:

a.     following  any change or proposed change in the ownership or financing of
the  Aircraft  (but,  in  each  such  case,  at  the  Lessor's  cost);  or

b.     following any modification of the Aircraft, any Engine or any Part or the
permanent  replacement  of any Engine or Part in accordance with this Agreement,
so  as  to  ensure that the rights of the Lessor under this Agreement apply with
the  same  effect  as  before;  or

c.     following enforcement by Lender of the Assignment, Consent and Agreement,
so as to fully ensure the effective recognition of Lender as Lessor hereunder as
provided for in the Assignment, Consent and Agreement, if so requested by Lender
only;  or

d.     to  establish,  maintain, preserve, perfect and protect the rights of the
Lessor  under  this  Agreement  to  the  full  extent  legally  possible

8.10.3     Maintain the filings with the Aviation Authorities of the Certificate
of Acceptance and the Bill of Sale (if Bill of Sale is requested by the Aviation
Authorities)  with  such  filing reflecting interests of Lessor and the Security
Interest  of any Lender in the Aircraft and this Agreement, and not do or suffer
to  be  done  anything  that might adversely affect such registration, notation,
recording  or  interest.

          8.10.4     On  Lessor  or  Lender's  request,  provide  additional
irrevocable  powers  of  attorney  in a form substantially similar to Schedule 9
hereto.

8.11     Maintenance  and  Repair

The Lessee shall at Lessee's sole cost, as if Lessee were the legal owner of the
Aircraft,  subject  to  Sections  5.11  herein  and  Schedule  7:

8.11.1     Keep  the  Aircraft  airworthy in all respects and in good repair and
condition,  normal  wear  and  tear  excepted.

8.11.2     Not  make  any  material  change  to  the Agreed Maintenance Program,
including  but  not  limited  to  changes  in  intervals  between  checks  or
replacements,  without  the  approval of the Lessor, and the Aviation Authority,
and  not  change  the intervals between Major Checks of the Airframe without the
consent  of  Lessor,  not  to  be  unreasonably  withheld.

8.11.3     Maintain the Aircraft and perform all Major Checks in accordance with
the  Agreed  Maintenance  Program  through  JAA  or  FAA  maintenance facilities
reasonably acceptable to Lessor, provided that all heavy airframe checks (C- and
higher),  Engine  overhauls,  landing  gear  overhauls, and time or life limited
component  overhauls  for  components  with  a  value exceeding $30,000 shall be
performed  through  Agreed  Maintenance  Performers.

8.11.4     Maintain the Aircraft in accordance with rules and regulations of the
Aviation  Authorities  and  JAA  JAR  145  and/or  OPS 1, as applicable to cargo
category  aircraft  operating  under  JAA  rules  and  regulations.

8.11.5     With  respect  to  the  Aircraft, any Engine or Part, comply with all
applicable  mandatory  inspection  and  modification  requirements,  mandatory
regulations, airworthiness directives and similar requirements that are required
by  the  JAA  and  the  Aviation  Authorities  and  that  have  a  compliance or
termination  date  during  the  Term  or  are  required  by  Schedule  4 hereto.

8.11.6     Comply  with  all  mandatory  service  bulletins  issued  by  any
manufacturer  of  the  Aircraft,  Engines  or  Parts  and,  to the extent Lessee
complies with them for aircraft of similar make and model as the Aircraft in its
fleet,  comply with all other service bulletins issued by any such manufacturer.

8.11.7     Comply  with  all Applicable Laws and the regulations of the Aviation
Authorities and any other aviation authorities with jurisdiction over the Lessee
or  the  Aircraft,  any  Engine or Part, and comply with all requirements of the
Manufacturer,  the  Engine  Manufacturer  and  the  manufacturers of Parts, that
relate  to  the  maintenance,  condition,  use  or  operation of the Aircraft or
require  any  modification  or  alteration  to the Aircraft, any Engine or Part.

8.11.8     Maintain  in good standing a current Certificate of Airworthiness for
the  Aircraft  issued  by  the  Aviation Authorities except when the Aircraft is
undergoing  maintenance,  modification  or  repair required or permitted by this
Agreement,  and  from  time  to  time  provide  to the Lessor a copy on request.

8.11.9     Maintain  the  Engines  with  respect to overhaul build standards and
disc  replacements  at  a  level  that  is  not materially inferior to the level
applied  by  the  Lessee  in  relation  to other engines of the same type as the
Engines  in  its  fleet  or  other  engines  in  its  fleet.

8.11.10      Maintain the Engine in an "on condition" program in accordance with
the  Approved  Maintenance  Program.

8.11.11      Subject  to Section 11.1.3, procure promptly the replacement of any
Engine  or  Part     which  has  become  time,  cycle or calendar expired, lost,
stolen,  seized, confiscated,    destroyed, damaged beyond repair, unserviceable
or  permanently rendered unfit for    use, with an engine or part complying with
the  conditions  set  out  in  Section  8.13.1.

8.11.12      Maintain,  protect and preserve the Aircraft in a manner consistent
with  Lessee's         practices applied to similar equipment owned by Lessee or
leased  from  other              Lessors, without in any way materially favoring
or  disfavoring  the  Aircraft  relative     to  such  other  equipment.

8.11.13      Ensure  that  all  modifications  and/or  repairs  are performed in
accordance  with      manufacturer  data  and  shall  be  FAA  or  JAA approved.

8.12     Removal  of  Engines  and  Parts

The  Lessee  will  ensure that no Engine or Part installed on the Aircraft is at
any  time  removed  from  the  Aircraft  other  than:

8.12.1     if  replaced  as  expressly  permitted  by  this  Agreement;  or

8.12.2     if  the  removal is of an obsolete item and is in accordance with the
Agreed  Maintenance  Program;  or

8.12.3     pursuant  to,  and  in  accordance  with,  Section  8.15;  or

8.12.4     a.     during  the  course  of  maintaining,  servicing,  repairing,
overhauling  or  testing  that  Engine  or  the Aircraft, as the case may be; or

b.     as  part  of  a  normal  engine  or  part  rotation  program;  or

c.     for  the  purpose  of  making  such  modifications  to  the Engine or the
Aircraft,  as  the  case  may  be,  as  are  permitted  under  this  Agreement,

and then in each case only if it is reinstalled or replaced by an engine or part
complying  with  Section 8.13.1 as soon as practicable and in any event no later
than  the  Expiry  Date.

8.13     Installation  of  Engines  and  Parts

The Lessee will ensure that, except as permitted by this Agreement, no engine or
part  is  installed  on  the  Aircraft  unless  Lessee complies with each of the
following:

8.13.1     In  the  case  of  an  engine,  it is an engine of the same model and
similar  or higher modification level as, or an improved or advanced version of,
the  Engine  it  replaces  (provided,  in  the  case  of an improved or advanced
version,  it  can be installed and operated on the Airframe without modification
of the Airframe or the engine, whether or not the other installed Engine is also
such  an  improved  or  advanced  version)  and  it has attached to it a current
"serviceable  tag"  issued  by  the manufacturer or supplier indicating that the
engine  is  new, serviceable or overhauled, and the Lessee shall retain all such
tags  to  the  extent  required  under  Applicable  Law.

8.13.2     In  the  case  of a part, it is in as good operating condition, is of
the  same  or  a more advanced make and model and is of the same interchangeable
modification  status  as  the  replaced  Part  and  has attached to it a current
"serviceable  tag"  issued  by  the manufacturer or supplier indicating that the
part  is  new,  serviceable  or overhauled, and the Lessee shall retain all such
tags  to  the  extent  required  under  Applicable Law and JAA or FAA (and shall
retain  all corresponding FAA form 8130-3's (if applicable) and JAA Form One's);
provided,  that  the  replacement of parts will not, in the aggregate, result in
the  material  diminution  in  the  value  or  utility  of  the  Aircraft.

8.13.3     In  the case of a part, it has become and remains the property of the
Lessor  free  from  Security Interests and on installation on the Aircraft will,
without  further  act,  be  subject  to  this  Agreement.

8.13.4     In  each  case,  the  Lessee  has  full  details as to its source and
maintenance  records  as  required  by  the  Aviation  Authorities  and  JAA.

8.14     Non-Installed  Engines  and  Parts

The  Lessee  shall  ensure that any Engine or Part which is not installed on the
Airframe  (or  any  other airframe as permitted by this Agreement) is, except as
expressly  permitted by this Agreement, insured pursuant to Section 9 herein and
properly  and  safely  stored  and  kept  free  from  Security  Interests.
Notwithstanding  the  foregoing  sentence,  the Lessee shall be permitted, if no
Event of Default has occurred, to install any Engine on an airframe and any Part
on  an  airframe  or  engine:

8.14.1     owned and operated by the Lessee and free from Security Interests; or

8.14.2     operated  by  the Lessee and either (1) leased or hired to the Lessee
pursuant  to  a  lease or conditional sale agreement on terms whereby the Lessee
has  full  operational  control  of that aircraft or engine, or (2) owned by the
Lessee  and  subject to a mortgage, a lease, conditional sale agreement or other
agreement  that  constitutes  a Security Interest vested in or held by any other
Person,  provided  that:

a.     the  terms  of  any  such  lease,  conditional sale agreement or Security
Interest  will  not have the effect of prejudicing the title and interest of the
Lessor  or  any  Lender  in  and  to  that  Engine  or  Part;  and

b.     the  lessor  under  such  lease,  the  seller under such conditional sale
agreement or the secured party of any Security Interest, as the case may be, has
confirmed and acknowledged in writing (which confirmation and acknowledgment may
be  contained  in the lease, conditional sale agreement or document creating the
Security  Interest) to the Lessor, in form and substance reasonably satisfactory
to  the  Lessor,  that  it  will recognize the rights, title and interest of the
Lessor and any Lender to and in that Engine or Part and that it will not acquire
any  rights  of  ownership  whatever  in  relation  thereto.

8.15     Pooling  of  Engines  and  Parts

Lessee  will  not  enter into nor permit any pooling agreement or arrangement in
respect  of  an  Engine or Part without the prior written consent of the Lessor.
Such  consent  shall not be unreasonably withheld in any case where an Engine or
Part is leased, let on hire, or otherwise made available by the Lessee (on terms
conferring  no  more than a contractual right in personam against the Lessee and
not  a right in rem against such Engine or Part) pursuant to a pooling agreement
to  which  the  Lessee  is  a  party  and:

8.15.1     the  other  parties  to  which  are reputable, solvent commercial air
carriers  or  the  manufacturers  or  suppliers  of the Engine or Part (or other
reputable,  solvent  organizations whose business includes the administration of
and  participation  in  such  pooling  agreements  or  arrangements);  and

8.15.2     which does not contemplate the transfer of title to the pooled Engine
or  Part;

8.15.3     either  provides that the Lessor (or any Lender designated by Lessor)
will  be sole loss payee in respect of any loss or damage to the Engine or Part,
or  provides  for  Lessor  to  acquire  title  to  a  substitute  engine or part
satisfying  the  conditions  set  out in Section 11.1.3 if the Engine or Part is
destroyed;  and

8.15.4     any  Engine obtained from the pool and remaining upon the Aircraft at
Redelivery  complies  with  the  Redelivery  conditions  in  Schedule  4.

8.16     Equipment  Changes

The  Lessee  will  not make any modification or addition to the Aircraft without
the  prior  written  consent  of  Lessor.

8.17     Title  to  Parts

8.17.1     Subject  to  Section  8.13.3,  title  to  all  parts installed on the
Aircraft  (except  those  installed  pursuant to Section 8.13.2 or Section 8.15)
will  on  installation,  without further act, vest in the Lessor subject to this
Agreement free and clear of all Security Interests.  The Lessee will, at its own
expense, take all such steps and execute, and procure the execution of, all such
instruments  that  are  necessary  to  ensure that title so passes to the Lessor
according to all Applicable Laws.  At any time when requested by the Lessor, the
Lessee  will provide evidence to the Lessor's reasonable satisfaction (including
the  provision,  if required, to the Lessor of a legal opinion of Lessee's chief
internal  counsel)  that  title  has  so  passed  to  the  Lessor.

8.17.2     Any  Engine or Part at any time removed from the Aircraft will remain
the  property of the Lessor until a replacement has been made in accordance with
this  Agreement  and  until  title  to that replacement has passed, according to
Applicable  Laws,  to  the Lessor subject to this Agreement free of all Security
Interests,  whereupon  title  to  the  Engine or Part will, provided no Event of
Default  has  occurred,  pass  to  the  Lessee.

8.18     Third  Parties

The  Lessee shall ensure that no Person having possession of the Aircraft during
the  Term  (other  than the Lessor) will act in any manner inconsistent with the
Lessee's obligations under this Agreement and that all such Persons shall comply
with  those  obligations  as  if  references  to  "Lessee"  included  a separate
reference  to  those  Persons.

8.19     Redelivery  Preparation

Lessee  shall  take  all actions reasonably necessary to ensure that Lessee will
meet  all  redelivery  conditions  in this Agreement prior to the Expiry Date in
order  to  avoid  expiration  of  the DGAC registration of the Aircraft prior to
completion  of  such  redelivery  conditions  by  Lessee.

9.     INSURANCE

9.1     Public  Liability  and  Property  Damage  Insurance

Lessee  will  carry  and  maintain  in effect, at its own cost and expense, with
Approved  Insurers, comprehensive public liability insurance (including, without
limitation, contractual liability to cover Lessee's obligations under Section 10
of  this  Lease,  and  passenger legal liability), and property damage insurance
with  respect  to  the  Aircraft.  Such insurance shall be in an amount not less
than  the amount applicable to similar cargo aircraft and engines which comprise
Lessee's  fleet,  and  which  shall at all times be in amounts not less than the
higher  of  (i)  the  amount  carried by Lessee on other similar aircraft in its
fleet,  and  (ii)  $500,000,000  per  occurrence.  Lessee shall not discriminate
against the Aircraft in providing such insurance.  Notwithstanding the foregoing
in  this Section 9.1, pursuant to AVN52D, third party war liability and property
damage  coverage  shall  be  in  the  amount not less than the higher of (a) the
amount  of  such  insurance  made  available  by the Spanish government, and (b)
$50,000,000  for  any  one  occurrence.  However,  Lessor  and  Lessee  agree to
increase the required coverage amount for third party war liability and property
damage  from  time  to time, subject to reasonable cost and availability of such
coverage.

9.2     Insurance  Against  Loss  or  Damage

Lessee,  at  its  own  cost  and  expense, will maintain in effect with Approved
Insurers  "all-risk"  ground  and  flight  aircraft  hull insurance (which shall
include,  but  not  be limited to, full war risk and allied perils, hijacking, a
disappearance  clause  and  coverage against strikes, riots, commotions or labor
disturbances,  malicious  acts  or  acts  of  sabotage  and  unlawful seizure or
wrongful exercise of control of the Aircraft in flight by a person on board such
Aircraft  acting  without  the  consent  of Lessee, and foreign object damage to
Engines)  covering  such Aircraft, and fire, transit and extended and "all-risk"
coverage insurance with respect to Engines and Parts while not installed on such
Aircraft  or an aircraft, which in each case is at least as broad as coverage of
the  type  carried  by  Lessee  on  the  other aircraft in Lessee's fleet.  Such
insurance  shall  be  for  an  amount  not  less  than  the  Agreed  Value.


Such insurance shall include provisions for deductibles in an amount of not more
than  Five  Hundred  Thousand  Dollars ($500,000.00) or such lesser amount as is
provided  for  any  other  aircraft  in  Lessee's  fleet.

9.3     Required  Policy  Designations  and  Provisions

Each  policy  of insurance obtained and maintained pursuant to this Section, and
each  policy  obtained  in  substitution  or  replacement for any such policies,
shall:  (i)  designate  Lessor  as  owner  of the Aircraft covered thereby, (ii)
designate  the  Indemnitees  as additional named insureds, (iii) with respect to
all  hull  insurance  policies, designate the Lessor, or the Lender (at Lessor's
election)  as sole loss payee for the account of all interests in the event of a
Total  Loss  or Engine Loss or in the event of loss or damage not constituting a
Total  Loss  or  Engine  Loss  but  where  such loss or damage equals or exceeds
$150,000.00;  (iv)  with respect to hull insurance policies, designate an Agreed
Maintenance  Performer  as  payee in the event of repairable damage in an amount
less  than  $150,000.00  unless  the  insurance  broker has received notice of a
Default  or Event of Default wherein such proceeds shall be payable to Lessor or
Lender  (at  Lender's  election);  (v) expressly provide that, in respect of the
interests  of  the  Indemnitees  in  such  policies,  the insurance shall not be
invalidated  by  any  action  or  inaction  of  Lessee,  and  shall  insure  the
Indemnitees  regardless  of any breach or violation of any warranty, declaration
or  condition  contained  in  such policies by Lessee, (vi) provide that if such
insurance  is canceled by the Approved Insurers for any reason whatsoever, or is
adversely changed in any way with respect to the interests of the Indemnitees or
if  such  insurance  is  allowed  to  lapse  for  nonpayment  of  premium,  such
cancellation,  adverse  change  or  lapse  shall  not  be  effective  as  to the
Indemnitees for thirty (30) days (seven (7) days in the case of any war risks or
allied  perils  coverage  or  such  lesser  period of time as may be customarily
applicable, and ten (10) days for non-payment of premium after receipt by Lessor
and  any  Lender  of  written notice of such prospective cancellation, change or
lapse)  after  issuance  to the Indemnitees of written notice by such insurer or
insurers  to Lessor and Lessor's Lender of such prospective cancellation, change
or  lapse;  (vii)  include coverage for the territorial limits of any country in
which  the  Aircraft may at any time be located; (viii) provide that, as against
the  Indemnitees,  the insurer waives any rights of set-off, counterclaim or any
other  deduction,  whether  by attachment or otherwise, and waives the rights it
may  have  to  be subrogated to any right of any insured against the Indemnitees
with respect to the Aircraft. Each such policy shall be primary without right of
contribution from any other insurance that may be carried by the Indemnitees and
shall  be in accordance with AVN67B; (ix) if a "Total Loss Only" ("TLO") or like
provision is utilized, provide that a total loss and constructive loss will have
occurred  with respect to the Airframe or any Engine if the Airframe or any such
Engine  is  damaged,  at  maximum, in an amount equal or greater than 75% of the
value  for which the Airframe or any such Engine, as the case may be, is insured
pursuant to such TLO provision; and, (x) if a TLO or like provision is utilized,
provide  that  the  terms  of the TLO policy reflect the same terms as the other
policies  utilized  by  Lessor  to  comply  with  Section  9  herein.

9.4     Excess  Insurance

Lessee shall have the right to carry insurance in excess of the amounts required
hereunder  and the proceeds of such excess insurance shall be payable to Lessee.
Similarly, the Indemnitees shall have the right to carry additional and separate
insurance  for their own benefit at their own expense, without, however, thereby
limiting  Lessee's  obligations  under  this  Section  9.

9.5     Application  of  Insurance  Proceeds  for  an  Event  of  Loss

It  is  agreed  that  insurance  payments  which  arise  from insurance obtained
hereunder and received as the result of the occurrence of an Event of Loss shall
be  applied  in  accordance  with  Section  11  hereof.

9.6     Application  of  Insurance  Proceeds  for  Other  than  an Event of Loss

The  insurance  payments  for  any  property  damage loss to the Airframe or any
Engine  not  constituting  an  Event  of  Loss, or to any Part, shall be paid to
Lessor,  and  thereafter  be  applied by Lessor in payment for repairs Lessee is
required  to perform or for replacement property Lessee is required to obtain in
accordance  with the terms of Section 8 of this Agreement, or, if such repair or
replacement  has  already  been  paid for by the Lessee, to reimburse Lessee for
such  repairs  or  replacements, and any balance remaining after compliance with
such sections with respect to such loss shall be applied, in the sole discretion
of  Lessor,  towards  any  amounts  due and owing to Lessor hereunder by Lessee.

9.7     Application  in  Default

Any  amount  referred  to in Section 11 or Section 9.5 hereof which is otherwise
payable  to  Lessee  shall  not be paid to Lessee, or, if it has been previously
paid  to  Lessee,  and  not  yet  applied  by  Lessee  as  permitted or required
hereunder, shall be immediately delivered by Lessee to Lessor, if at the time of
such  payment,  a  Default or an Event of Default shall have occurred. In either
case,  all  such amounts shall be held by Lessor as security for the obligations
of  Lessee, or, at the option of Lessor, applied by Lessor toward payment of any
of  Lessee's  obligations at the time due hereunder. At such time as there shall
not  be  any such Default or Event of Default, all such amounts at the time held
by  Lessor  in  excess  of  the  amount,  if  any,  which Lessor has elected for
application  as  provided  above,  shall  be  paid  to  Lessee.

9.8     Certificates  of  Insurance

On  or before the Delivery Date, and thereafter on each renewal by the Lessee of
the insurance required hereby, Lessee will furnish to Lessor a certificate and a
letter of undertaking executed and delivered by an Approved Insurance Broker who
is  authorized  by  an  Approved  Insurer,  appointed  by  Lessee, describing in
reasonable  detail  insurance  carried  on  the Aircraft and certifying that the
insurance  then  maintained  on  the  Aircraft  complies  with the terms of this
Agreement. Lessee will cause such Approved Insurance Broker who is authorized by
an  Approved  Insurer  to  agree to advise Lessor in writing or by telex: (i) at
least  thirty  (30)  days (seven (7) days in the case of any war risk and allied
perils  coverage or such lesser period of time as may be customarily applicable)
prior  to  the  termination  or  cancellation by the underwriters for any reason
(including,  without  limitation,  failure  to  pay  the  premium  therefore) or
expiration  of any such insurance; and (ii) at least three (3) Business Days or,
in  the  case  of any war risk and allied perils coverage, such lesser period of
time  as  may  be  customarily  applicable,  prior  to  any  non-renewal  by the
underwriters  for  any reason (including, without limitation, failure to pay the
premium  therefore)  or  expiration  of  any  such  insurance.

9.9     Reinsurance

In  the  event that the insurances required hereunder are reinsured, as a result
of  a  sublease  to  a  foreign air carrier or otherwise, such reinsurance shall
contain  a  "cut-through"  clause  reasonably satisfactory to Lessor, and Lessee
will  furnish  to  Lessor a certificate and a letter of undertaking executed and
delivered  by  an  Approved  Insurance  Broker  who is authorized by an Approved
Insurer  appointed  by  Lessee,  describing in reasonable detail the reinsurance
carried  on  the Aircraft and certifying that the reinsurance then maintained on
the  Aircraft  complies  with  the  terms  of  this  Agreement.

10.     INDEMNITY

The  Lessee  shall  defend, indemnify and hold harmless the Indemnitees from and
against  any and all claims, proceedings, losses, liabilities, suits, judgments,
costs, expenses, penalties or fines (each a "Claim") regardless of when the same
is  made  or  incurred,  whether  during  or  after  the  Term (but not before):

10.1     that  may at any time be suffered or incurred directly or indirectly as
a  result  of  or  connected with possession, delivery, performance, management,
registration,  control,  maintenance,  condition,  service,  repair,  overhaul,
leasing,  sub-leasing,  use,  operation or return of the Aircraft, any Engine or
Part  (either  in  the  air  or  on  the ground) whether or not the Claim may be
attributable  to  any  defect  in the Aircraft, any Engine or any Part or to its
design,  testing,  use  or  otherwise, and regardless of when the same arises or
whether it arises out of or is attributable to any act or omission, negligent or
otherwise,  of  any  Indemnitee;

10.2     that  arise out of any act or omission that invalidates or that renders
voidable  any  of  the  Insurances;

10.3     that  may  at  any time be suffered or incurred as a consequence of any
design,  article  or  material  in  the  Aircraft, any Engine or any Part or its
operation  or  use constituting an infringement of patent, copyright, trademark,
design  or  other  proprietary  right  or  a  breach  of  any  obligation  of
confidentiality  owed  to  any  Person,

Such  indemnification  shall  exclude  any  Claim  to  the  extent  that:

a.     it  arises  as  a result of the willful misconduct or gross negligence of
such  Indemnitee;

b.     it  arises  as  a  result  of  a  breach  by  the  Lessor  of its express
obligations  under this Agreement or as a result of a representation or warranty
given  by  the  Lessor  in this Agreement not being true and correct at the date
when,  or  when  deemed  to  have  been,  given  or  made;

c.     it  constitutes  a  Lessor  Tax  or  Lessor  Lien;

d.     it represents a Tax or loss of tax benefits (the Lessee's liabilities for
which,  to  the  extent  thereof,  are  set  out  in Sections 5.5, 5.6 and 5.8);

e.     it  constitutes  a  cost  or  expense that is required to be borne by the
Lessor  in  accordance  with  any  other  provision  of  this  Agreement;

f.     it  results  from  any  voluntary disposition by the Lessor of all or any
part  of  its  rights,  title  or  interest  in or to the Aircraft or under this
Agreement,  unless  such  disposition occurs as a consequence of a Default or an
Event  of  Default;  or

g.     it  is attributable to an event occurring after the Term unless the Claim
results  from  or  arises  out  of  an  act  or  omission  by the Lessee, or any
circumstance  existing,  during  the  Term.

The  indemnities  contained  in this Agreement will survive and continue in full
force  after  the  Expiry  Date.

11.     EVENTS  OF  LOSS

11.1     Total  Loss

11.1.1     Pre-delivery:  If  a  Total  Loss  occurs  prior  to  Delivery,  this
Agreement  will  immediately  terminate  and, except as expressly stated in this
Agreement,  neither  party  will  have any further obligation or liability under
this  Agreement  except  that  the Lessor will return to the Lessee the Deposit.

11.1.2     Post-delivery:  Notwithstanding Section 5.2.2 herein, if a Total Loss
occurs  after Delivery, the Lessee will pay to the Lessor, no later than 90 days
after  the  Total  Loss  Date  (the  "Settlement Date"), the Agreed Value on the
Settlement  Date  less the remaining amount of Maintenance Reserves on the Total
Loss Date, if any, paid by Lessee during the Term. The receipt by the Lessor (or
any  Lender  designated  by  Lessor) of the insurance proceeds in respect of the
Total  Loss  on  or prior to the Settlement Date shall discharge the Lessee from
its  obligation  to  pay the Agreed Value to the Lessor pursuant to this Section
11.1.2,  provided  such proceeds are not less than an amount equal to the Agreed
Value.  In  the  event  that  the  insurance  proceeds are paid initially to the
Lessee  and  not to the Lessor, they may be retained by the Lessee if the Lessee
shall  have paid the Agreed Value to the Lessor; otherwise, the Lessee shall pay
the  Agreed  Value, to the Lessor within two (2) Business Days following receipt
by  the  Lessee  of such proceeds.  In the event that the Lessee pays the Agreed
Value  to  the  Lessor  in accordance with this Section 11.1.2, the Lessor shall
promptly  assign  to  the  Lessee its rights under the Insurances to receive the
insurance proceeds in respect of the Total Loss to the extent that such proceeds
shall  not  have been paid to the Lessee.  Subject to the rights of any insurers
and  reinsurers  or other third parties, upon irrevocable payment in full to the
Lessor  of  that amount and all other amounts then due and payable to the Lessor
under  this Agreement, the Lessor shall, without recourse or warranty (except as
to the absence of Lessor Liens and as to good and marketable title), and without
further  act,  be  deemed  to have transferred to the Lessee all of the Lessor's
rights  to  any Engines or Parts not installed when the Total Loss occurred, all
on  an  "as-is, where is" basis, and shall, at the Lessee's expense, execute and
deliver such bills of sale and other documents and instruments as the Lessee may
reasonably  request to evidence (on the public record or otherwise) the transfer
and  the vesting of the Lessor's rights in such Engines and Parts in the Lessee,
free  and  clear  of  all  rights  of  the  Lessor  and  any  Lessor  Liens.

11.1.3     Engine  Loss:  Upon  the occurrence of an Engine Loss (including, for
the  avoidance  of  doubt,  at  a  time  when the Engine is not installed on the
Airframe)  in  circumstances  in which there has not also occurred a Total Loss,
the  Lessee shall give the Lessor written notice promptly upon becoming aware of
the  same  and  shall  (unless  the  Lessor  has received the insurance proceeds
relating to such Engine Loss), within 90 days after the Engine Loss Date, convey
or  cause to be conveyed to the Lessor, as replacement for such Engine, title to
a  replacement engine that is in the same or better operating condition,  is the
same  make  and model or an improved or advanced version of, has as many or more
Flight  Hours and Cycles available until the next scheduled checks, inspections,
overhauls  and  shop  visits,  has  the  same  or greater remaining life on life
limited  parts, and has the same or greater value and utility as the lost Engine
and  that  complies  with  the conditions set out in Section 8.13.1.  The Lessee
will  at  its  own  expense  take  all  such  steps and execute, and procure the
execution  of,  all  such instruments that are necessary to ensure that title to
the  replacement  engine  passes to the Lessor according to all Applicable Laws,
and if requested by the Lessor, will provide evidence to the Lessor's reasonable
satisfaction  (including  the  provision,  if required, to the Lessor of a legal
opinion  of  counsel to Lessee reasonably satisfactory to Lessor) that title has
so  passed  to  the  Lessor,  whereupon  the  leasing of the replaced Engine the
subject  of  the Engine Loss shall cease and title to such replaced Engine shall
(subject  to  any  salvage  rights  of  insurers) vest in the Lessee pursuant to
Section  8.17.2.  If  the  Lessor  subsequently  receives any insurance proceeds
relating  to  such Engine Loss, the Lessor shall promptly remit such proceeds to
the  Lessee.  No  Engine  Loss  with  respect  to any Engine that is replaced in
accordance  with  the  provisions  of  this  Section  11.1.3 shall result in any
increase  or  decrease  in  Basic  Rent,  or  the  Agreed  Value.

11.2     Requisition

During  any requisition for use or hire of the Aircraft, any Engine or Part that
does  not  constitute  a  Total  Loss:

11.2.1     the  Basic  Rent  and  Supplemental Rent payable under this Agreement
will  not be suspended or abated either in whole or in part, and the Lessee will
not  be  released  from any of its other obligations under this Agreement (other
than operational obligations with which the Lessee is unable to comply solely by
virtue  of  the  requisition);  and

11.2.2     so  long  as  no  Event  of  Default has occurred, the Lessee will be
entitled  to any compensation payable by the requisitioning authority in respect
of  the Term.  The Lessee will, as soon as practicable after the end of any such
requisition,  cause  the  Aircraft to be put into the condition required by this
Agreement.  The  Lessor  will  be  entitled  to  all compensation payable by the
requisitioning  authority  in  respect  of any change in the structure, state or
condition  of  the  Aircraft  arising  during the period of requisition, and the
Lessor  will  apply  such compensation in reimbursing the Lessee for the cost of
complying  with  its  obligations  under  this  Agreement in respect of any such
change,  but so that, if any Event of Default has occurred, the Lessor may apply
the  compensation  in  or  towards settlement of any amounts owing by the Lessee
under  this  Agreement.  All  such  sums  shall  be  held  by  the  Lessor.

12.     RETURN  OF  AIRCRAFT

12.1     Redelivery

On  the  Expiry  Date  or  termination of the leasing of the Aircraft under this
Agreement,  the  Lessee shall, unless a Total Loss has occurred, at its expense,
redeliver  the  Aircraft  and Aircraft Documents to the Lessor at the Redelivery
Location.  If  requested  by  Lessor, Lessee shall ferry the Aircraft to another
location  designated  by  Lessor  at  Lessor's  expense  (except  for  crew  and
insurance,  which  shall be provided by Lessee free of charge) at the end of the
Term.  The  Aircraft  shall  be  redelivered  by Lessee to Lessor in a condition
complying  with  this  Section 12 and Schedule 4, free and clear of all Security
Interests  (other  than  Lessor  Liens).

12.2     Final  Inspection

12.2.1     Documents:  At least 45 days prior to the Airframe "C" Check required
pursuant to Schedule 4 herein, or, if Lessee properly exercises the Airframe "C"
Check  buyout  provision  in Schedule 4, Section 2(a), at least 45 days prior to
the  redelivery of the Aircraft, the Lessee will make available to the Lessor at
its  maintenance  base  (i)  the Aircraft Documents, (ii) a current and complete
copy  of  the  Agreed  Maintenance  Program,  (iii)  a  copy of all Engine trend
monitoring  data,  (iv)  a  written  summary  of all structure sampling programs
(SSIDs or the equivalent) involving or affecting the Aircraft, and (v) a copy of
all  other documentation and data reasonably requested by Lessor and required to
be  maintained by the Aviation Authorities and the JAA for review and inspection
in  order  to  prepare  for the Final Inspection of the Aircraft and in order to
facilitate the Aircraft's integration into any subsequent operator's fleet.  The
Lessor  agrees  that it will not disclose the contents of the Agreed Maintenance
Program  to  any  Person  except to the extent necessary to monitor the Lessee's
compliance  with this Agreement and/or to bridge the maintenance program for the
Aircraft from the Agreed Maintenance Program to another program after the Expiry
Date.

12.2.2     Inspection:  During  the  Airframe  "C"  Check  required  pursuant to
Schedule  4,  herein, or, if the Airframe "C" Check buyout provision in Schedule
4, Section 2(a) is properly exercised by Lessee, immediately prior to redelivery
of  the  Aircraft,  the Lessor shall be permitted to inspect the Aircraft.  Such
inspection  shall  include  but  not  be  limited  to physical inspection of the
Aircraft,  Aircraft records, Aircraft documents and Aircraft manuals in order to
verify  that  the condition of the Aircraft complies with this Agreement ("Final
Inspection").  Immediately prior to the acceptance of the Aircraft, Lessee shall
also  cause  a  demonstration  flight  to  be  performed  in accordance with the
manufacturer's  test  flight procedures at Lessee's cost for not more than three
(3)  hours  in  duration.  Lessor  shall  be  permitted  to  have  up to two (2)
observers  on  board.  Following  the demonstration flight, Lessee shall provide
for  a  complete  video  borescope and power assurance run of each Engine (to be
performed  by  Lessee,  at  Lessee's cost, in accordance with the manufacturer's
maintenance manual) and Lessor shall be entitled to have a qualified independent
observer  present.

12.2.3     Discrepancies.  Any  discrepancies  from  the  conditions required by
Schedule  4 shall be noted on a redelivery certificate, substantially similar to
the  form of Certificate of Acceptance, including, without limitation, specifics
of  the  discrepancies  and  actions necessary for the correction of each.  With
respect  to  discrepancies  that  (1)  will  not affect the airworthiness of the
Aircraft (2) do not exceed $1,000 to correct (including parts and labor) and (3)
are  not included within Sections 1 (b) through 11 (b) of Schedule 4, Lessee may
redeliver  the  Aircraft at the Expiry Date without remedying such discrepancies
provided  that the cost and expense of correcting such discrepancies, when added
to the cost and expense of correcting delivery discrepancies allowed pursuant to
Section 4.3.3 that remain uncorrected ("Delivery Discrepancy Expense"), will not
cumulatively  exceed  $250,000  ("Return Discrepancy Expense Limit"), unless the
Delivery  Discrepancy  Expense  exceeds  $250,000 wherein the Return Discrepancy
Expense  Limit  may  equal  such  Delivery  Discrepancy  Expense.  Any  other
discrepancies noted during the final inspection or demonstration flight shall be
corrected at the cost and expense of Lessee as further provided in Section 12.3.

12.3     Non-Compliance

To  the  extent  that,  on  the  Expiry Date, discrepancies remain under Section
12.2.3,  to be corrected at the cost and expense of Lessee, the Lessee shall, at
the option of the Lessor (without prejudice to any of Lessor's rights under this
Agreement):

12.3.1     immediately  rectify  the  non-compliance  and,  to  the  extent  the
non-compliance  extends  beyond  the Expiry Date due to acts or omissions of the
Lessee,  the  Term  will  be automatically extended until the non-compliance has
been  rectified;  or

12.3.2     redeliver  the  Aircraft  to the Lessor and indemnify the Lessor, and
provide security reasonably acceptable to the Lessor for that indemnity, against
the  cost of putting the Aircraft into the condition required by this Agreement.

During any extension of the Term pursuant to Section 12.3.1, this Agreement will
remain  in  full  force  and  effect, including the obligation to pay Rent which
Lessee  shall pay at the rate of $ 4,000.00 per day plus the Default Rate weekly
in  arrears;  provided, however, that Lessee shall not operate, or permit others
to  operate  the  Aircraft  after  the Expiry Date except for acceptance flights
pursuant  to  Section  12.2  and  a  ferry  flight  to  the Redelivery Location.

12.4     Export  Documentation

Upon  redelivery, the Lessee shall provide to the Lessor all documents necessary
to  export  the  Aircraft from the State of Incorporation (including a valid and
subsisting  export  license  for  the  Aircraft).

12.5     Acknowledgment

Provided the Lessee has complied with its obligations under this Agreement, upon
redelivery  of  the  Aircraft  by  the  Lessee  to  the Lessor at the Redelivery
Location,  the  Lessor  will  deliver  to  the  Lessee  a written acknowledgment
confirming  that  the  Lessor is satisfied that the Aircraft is in the condition
required  by this Agreement and has been redelivered to the Lessor in accordance
with  this  Agreement.  Within twenty (20) Business Days of the delivery of such
acknowledgment  the  Lessor  shall return the balance, if any, of the Deposit to
Lessee.

13.     DEFAULT

13.1     Events

Each  of  the  following  events  will  constitute  an  Event  of  Default and a
repudiation  of  this  Agreement  by  the Lessee and Lessee agrees that any such
Events  of  Default  are  severe  and  material  with  respect to this Agreement
regardless  of  Lessee's  compliance  with  other  provisions of this Agreement:

13.1.1     Non-payment:  the  Lessee  fails  to  pay any amount of Basic Rent or
Deposit when due or Lessee fails to pay any amount of Agreed Value when due, or,
fails  to make any payment of  Supplemental Rent when due and in accordance with
the  terms  of  this  Agreement.

13.1.2     Insurance:  the  Lessee fails to comply with any provision of Section
9 or any insurance required to be maintained under this Agreement is canceled or
terminated.

13.1.3     Representation:  any representation or warranty made by the Lessee in
this  Agreement  or  in  any  document  or  certificate  furnished to the Lessor
pursuant  to  or  in  connection  with  this Agreement is or proves to have been
incorrect  in  any  material  respect  when  made.

13.1.4     Cross  Default:

a.     any  Financial  Indebtedness  in  respect of a single event exceeding one
million dollars ($1,000,000) or in respect of more than one event, exceeding two
million dollars ($2,000,000) in the aggregate of the Lessee is not paid when due
and  any  applicable  grace  period  shall  have  expired AND (A) such Financial
Indebtedness could result in any lien or encumbrance of any kind on the Aircraft
or detention of the Aircraft or, (B) such Financial Indebtedness is not remedied
within  30  days  unless  Lessee  is in good faith contesting in the appropriate
court  or  administrative proceeding the validity of such Financial Indebtedness
and Lessee has posted a bond with such court or administrative body in an amount
equal  to  or  exceeding  the  amount  of  such  Financial  Indebtedness;

b.     the  security  for  any  such  Financial  Indebtedness  is  enforced;  or

c.     any  material  lease,  conditional  sale,  installment  sale  or  forward
purchase  agreement  of  the Lessee in respect of an aircraft is terminated as a
consequence  of  an  event  of default or termination event (however described).

13.1.5     Approvals:  any  consent,  authorization,  license,  certificate  or
approval  of  or  registration  with  or declaration to any Government Entity in
connection  with  this  Agreement,  including  but  not  limited  to:

a.     any  authorization  required by the Lessee of, or in connection with, the
execution,  delivery,  validity,  enforceability or admissibility in evidence of
this  Agreement  or  the performance by the Lessee of its obligations under this
Agreement;  or

b.     any  airline  license,  air  transport  license,  franchise,  concession,
permit,  certificate,  right or privilege required by the Lessee for the conduct
of its business, is modified, withheld, revoked, suspended, canceled, withdrawn,
terminated  or  not  renewed,  or  otherwise  ceases  to  be  in  full  force.

13.1.6     Insolvency:

a.     the  Lessee  is, or is deemed for the purposes of any relevant law to be,
unable  to  pay  its  debts  as  they  fall due or to be insolvent, or admits in
writing  its  inability to pay its debts as they fall due (disregarding for that
purpose  any  assumed, and not actual acceleration of such debts made solely for
the  purpose  of  complying  with  applicable  accounting  rules);  or

b.     the  Lessee  suspends  making payments in full on all or any class of its
debts,  including  but  not  limited  to, leases, or a moratorium is declared in
respect  of  any  of  its  indebtedness  or  a  receiver,  custodian,  judicial
administrator, or any other similar official is appointed to intervene in, or to
take  charge  of,  the  management of the Lessee or of a substantial part of its
property  and/or  business.

13.1.7     Bankruptcy  and  Similar  Proceedings:

a.     Lessee  shall  consent  to  the  appointment  of  a  receiver, trustee or
liquidator  for  itself  or  for  a  substantial  part  of  its  property.

b.     Lessee  shall file a voluntary petition in bankruptcy or composition or a
voluntary  petition  or  answer seeking reorganization in a proceeding under any
laws  dealing with bankruptcy, composition, insolvency, moratorium or creditors'
rights generally (any or all of which are hereinafter referred to as "Bankruptcy
Laws")  or  an  answer  admitting  the  material allegations of a petition filed
against  Lessee  in  any  such proceeding, or Lessee shall by voluntary petition
answer or consent to or seek relief under the provisions of any Bankruptcy Laws.

c.     any  order,  judgment  or  decree  is  entered  by  a  court of competent
jurisdiction:  (1)  appointing  a receiver, trustee or liquidator of Lessee or a
substantial  part  of  its  property  and  such appointment will have a material
adverse  effect  on  the  Lessee's ability to perform its obligations under this
Agreement,  or  (2)  ordering  a  substantial  part  of  Lessee's property to be
sequestered.

d.     a petition against Lessee in a proceeding under any Bankruptcy Laws shall
be  filed  and shall not be withdrawn or dismissed within 30 days thereafter, or
if,  under  the  provisions of any Bankruptcy Laws that may apply to Lessee, any
court of competent jurisdiction shall assume jurisdiction, custody or control of
Lessee or of any substantial part of its property and such jurisdiction, custody
or  control  remains  in  force  unrelinquished,  unstayed or unterminated for a
period  of  30  days.

e.     the  Lessee enters into a composition, assignment or arrangement with any
creditors  of,  or  the  reorganization,  rehabilitation,  administration,
liquidation,  or  dissolution  of,  the  Lessee.

13.1.8     Unlawful:  it  becomes  unlawful for the Lessee to perform any of its
material  obligations  under  this Agreement or this Agreement becomes wholly or
partly  invalid  or  unenforceable.

13.1.9      Suspension of Business:  the Lessee suspends or ceases to carry on a
substantial  part  of  its  business.

13.1.10      Disposal:  the Lessee disposes of a substantial part of its assets,
whether  by  one  or  a   series  of  transactions,  related  or not, other than
pursuant  to  a  merger  or  consolidation  as  referred  to in, and subject to,
Section  8.8.2  or  for the purpose of any other               reorganization or
amalgamation  the terms of which have received the previous           consent in
writing  of  the  Lessor.

13.1.11      Rights:  the existence, validity, enforceability or priority of the
rights  of  the  Lessor  as  owner  and  Lessor  in  respect  of the Aircraft is
challenged  by the Lessee or any other    Person lawfully claiming by or through
the  Lessee.

13.1.12      Change  of Control:  Lessee suffers a change of Control through one
or  a  series  of       transactions without the prior written consent of Lessor
which  will  not  be  unreasonably  withheld.

13.1.13      Breach:  the  Lessee  fails  to  comply with any other provision of
this  Agreement  and  Lessee fails to cure the same within seven days after such
failure.  However, such cure period will not apply to a subsequent breach of the
same  provision  of  this  Agreement  and  there will be no cure period for such
subsequent  breach.

13.2     Rights

If  an  Event  of  Default  occurs,  the  Lessor  may at its option (and without
prejudice  to any of its other rights under this Agreement) do any or all of the
following and Lessee shall fully cooperate with Lessor's actions with respect to
any  or  all  of  the  following:

13.2.1     treat  such  event  as a repudiation by the Lessee of its obligations
under this Agreement and by notice to the Lessee with immediate effect terminate
the leasing of the Aircraft (but without prejudice to the continuing obligations
of  the  Lessee  under this Agreement), whereupon all rights of the Lessee under
this  Agreement  shall  cease;

13.2.2     proceed by appropriate action or actions (subject to the requirements
of  Section  16  herein)  to enforce performance of this Agreement or to recover
damages  for  the  breach  of  this  Agreement;

13.2.3     take  possession  of  the  Aircraft, for which purpose the Lessor may
enter  any premises belonging to, occupied by or under the control of the Lessee
(for which purpose the Lessee hereby grants to the Lessor an irrevocable license
to the extent permitted by Applicable Law) where the Aircraft may be located, or
cause  the  Aircraft  to be redelivered to the Lessor at Lessee's expense at the
Redelivery  Location  or  another  location  specified  by  Lessor;

13.2.4     by  serving  notice,  require the Lessee to redeliver the Aircraft to
the  Lessor  at  the Redelivery Location or another location specified by Lessor
and the Lessee shall in such case immediately proceeed as notified by Lessor and
to  carry  out  any  actions necessary to cause the Aircraft to be de-registered
from  the  DGAC  and  exported  from  Spain to the location specified by Lessor;

13.2.5     de-register  the  Aircraft  from the Aviation Authorities or State of
Registration,  in  Lessee's name and in accordance with the Irrevocable Power of
Attorney  and  irrevocable  instruction  referenced  in  Section  3.1.15;  or

13.2.6     without  limiting  any  other  rights of Lessor hereunder, retain the
Deposit.




13.3     Repossession  and  Removal

If  an  Event  of Default occurs, the Lessor may sell or otherwise deal with the
Aircraft  as  if  this  Agreement  had  never  been made and the Lessee will, at
Lessee's  expense,  at  the  request  of the Lessor, take all steps necessary to
return  the  Aircraft  to Lessor, including if requested by Lessor to export the
Aircraft from the country where the Aircraft is for the time being situated, and
any other steps necessary to enable the Aircraft to be redelivered to the Lessor
in  accordance with this Agreement.  If Lessee fails to take all steps necessary
to  return  the Aircraft to Lessor pursuant to this Section 13.3, the Basic Rent
will  automatically  become, and Lessee shall pay, as hold-over daily Basic Rent
to Lessor for each day of such failure, the amount of daily Basic Rent described
in  Schedule  7 to this Agreement, to be received by Lessor by noon Eastern Time
in the United States of America, of each such day.  The preceding sentence shall
in  no  way  limit  any  of  Lessor's  other rights or remedies pursuant to this
Agreement.

13.4     Default  Payments

If a Default or an Event of Default occurs, the Lessee will indemnify the Lessor
on  demand against any loss, damage, expense, cost or liability which the Lessor
may  sustain  or  incur  directly  or  indirectly as a result, including without
limitation:

13.4.1     in the event that the Aircraft has not been sold, upon written notice
from  Lessor  to  Lessee specifying a payment date not earlier than 10 days from
the  date of 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 for periods commencing
after  the date specified for payment in such notice), any unpaid Basic Rent due
for  periods  prior  to  and  including  the period ending with the payment date
specified  in such notice plus an amount (together with interest, if any, at the
Default  Rate  on the amount of any such unpaid Basic Rent and on such specified
amount  from  the  respective  due  dates  to  and  including the actual date of
payment) equal to the excess, if any, of (i) the Agreed Value computed as of the
Rent  Date  immediately preceding the date specified for payment in such notice,
over  (ii) the fair market sales value of the Aircraft; for purposes hereof, the
"fair  market sales value" of the Aircraft shall be as specified in an appraisal
by  a  recognized  independent  aircraft  appraiser  chosen  by  the  Lessor;

13.4.2     in  the event that the Aircraft is sold, the amount (if any) by which
the  aggregate of (i) the net sale proceeds (calculated on an after-tax basis by
deducting the costs of sale, including the loss or recapture of the Lessor's tax
benefits, if any, together with the cost of preparing the Aircraft for sale, and
the  repayment  of  any outstanding indebtedness in relation to the financing of
the  Aircraft)  plus  (ii)  the  present  value of the anticipated after-tax net
income  to  be  derived  from  such net sale proceeds up to the scheduled Expiry
Date,  discounted  on  a monthly basis using 4 % per annum as the discount rate,
are  less  than  the  Agreed  Value  computed  as  of  the Rent Date immediately
preceding  the  date  of  sale;

13.4.3     any amount of principal, interest, fees or other sums whatsoever paid
or  payable  on account of funds borrowed in order to carry any amount unpaid by
the  Lessee;  and

13.4.4     any  loss,  premium,  penalty  or  expense  that  may  be incurred in
repaying  funds raised to finance the Aircraft or in unwinding any swap, forward
interest  rate  agreement  or other financial instrument relating in whole or in
part  to  the  Lessor's  financing  of  the  Aircraft.

For the avoidance of doubt, the provisions of Section 5.9 will apply to any sums
payable  by  the Lessee pursuant to this Section 13.4.  Without prejudice to any
of  Lessee's obligations pursuant to this Section 13.4, on reasonable request of
Lessee,  Lessor  will provide reasonable evidence to Lessee of any loss, damage,
expense or liability for which Lessor seeks indemnification from Lessee pursuant
to  this  Section  13.4.

13.5     Acceleration

If  an  Event  of  Default  pursuant  to  Sections  13.1.1 or 13.1.2 occurs, all
payments  of  Rent  for  the entire Term and all other amounts payable by Lessee
during  the  entire  term shall immediately and without further action by Lessor
become  due  and  payable and Lessee shall be obligated to immediately make such
payments.

14.     ASSIGNMENT  AND  TRANSFER

14.1     No  Assignment  by  Lessee

The Lessee will not, without Lessor's prior written consent, assign or create or
permit  to  exist  any  Security  Interest over any of its rights or obligations
under  this  Agreement,  except  as  expressly  permitted in Section 8.5 hereof.

14.2     Lessor  Assignment

The  Lessor  may  sell,  assign  or transfer all or any of its rights under this
Agreement  and in the Aircraft (a "Transfer") and the Lessor will, other than in
the  case  of  an  assignment  for security purposes, have no further obligation
under  this  Agreement  following  a Transfer but, notwithstanding any Transfer,
will  remain  entitled to the benefit of each indemnity under this Agreement and
any  rights  not  specifically  included  in  such  Transfer.

14.2.1     In  connection  with  any  Transfer,  the  following conditions shall
apply:

a.     Lessor  shall  give  Lessee  written notice of such Transfer at least ten
Business  Days before the date of such Transfer, specifying the name and address
of  the  proposed  purchaser,  assignee  or  transferee  (the  "Transferee");

b.     the Transfer will not materially adversely affect the Lessee's rights and
interests  in  the Aircraft and/or this Agreement, nor subject the Lessee to any
Tax  or  Claim  or  any other obligation or liability to which it would not have
been  subject  had  such  assignment  or  transfer  not  taken  place;

c.     the Transferee will have full corporate power and authority to enter into
and  perform the transactions contemplated by this Agreement and by the Transfer
on  the  part  of  "Lessor";

d.     on  the  Transfer date, the Lessor and the Transferee shall enter into an
agreement or agreements in which the Transferee confirms that it shall be deemed
a party to this Agreement with respect to the subject matter of the Transfer and
agrees  to be bound by all the terms of, and to undertake all of the obligations
of, the Lessor contained in this Agreement with respect to the subject matter of
the  Transfer;

e.     in connection with such assignment, the Aircraft may be registered in the
jurisdiction  where it is registered prior to such assignment under the relevant
laws  and  rules  and  regulations  of  such  jurisdiction;

f.     the  Lessor  shall  pay  all reasonable, out-of-pocket costs and expenses
(including,  without  limitation,  reasonable legal fees and registration costs)
imposed  on  or  incurred by the Lessee as a result of the entering into of such
assignment.

14.2.2     Upon  any  Transfer,  the  Transferee  shall be deemed Lessor for all
purposes  of this Agreement with respect to the subject matter of such Transfer,
each  reference  in  this  Agreement to the "Lessor" with respect to the subject
matter  of such Transfer shall thereafter be deemed for all purposes to refer to
the  Transferee,  and the Lessor prior to such Transfer shall be relieved of all
obligations  of the "Lessor" with respect to the subject matter of such Transfer
under  this  Agreement  arising  after  the  time of such Transfer except to the
extent  attributable  to  acts  or  events  occurring  prior to the time of such
Transfer.

14.2.3     Upon  compliance  by  Lessor  and  a  Transferee  with  the terms and
conditions  of  Section  14.2.1,  Lessee  shall  at the time of Transfer, at the
specific  written request and at the sole reasonable cost and expense of Lessor:

a.     execute  and  deliver  to  Lessor and to such Transferee an agreement, in
form  and  substance satisfactory to Lessor, and such Transferee, dated the date
of  such transfer,  consenting to such transfer,  agreeing to pay, to the extent
the  subject  matter  of  the  Transfer  includes rights to Basic Rent and other
payments  under  this Agreement, all or such portion of the Basic Rent and other
payments  under  this  Agreement  to  such  Transferee  or  its designee as such
Transferee  shall direct, and agreeing that such Transferee shall be entitled to
rely  on  all representations and warranties made by Lessee in this Agreement or
in  any  certificate  or  document  furnished  by Lessee in connection with this
Agreement  as  though  such  Transferee  was  the  original  "Lessor";

b.     deliver  to Lessor and to such Transferee a certificate, signed by a duly
authorized  officer  or  Lessee,  dated the date of such Transfer, to the effect
that  no  Default  or  Event  of  Default  has  occurred;

c.     cause  to  be  delivered  to  Lessor  and such Transferee certificates of
insurance  (and where appropriate certificates of reinsurance) and broker's (and
any  reinsurance  brokers')  letter  of  undertaking  detailing the coverage and
confirming  the  insurers'  (and  any  reinsurers')  agreement  to the specified
insurance  requirements  of this Agreement and listing the Lessor and Transferee
as  additional  insureds  and the Transferee as sole loss payee to the extent of
the  subject  matter of the Transfer (subject to other direction by the Lessor);

d.     deliver  to  Lessor  and  to such Transferee an opinion of Lessee's chief
internal  and outside counsel to the effect that such Transferee may rely on the
opinion  delivered by such counsel or its predecessor counsel in connection with
this  Agreement  on  the Delivery Date with the same force and effect as if such
Transferee  was  an  original  addressee  of  such  opinion  when  given;

e.     deliver  to Lessor and such Transferee information on the location of the
Airframe  and  Engines  at  all times requested by Lessor in order to permit the
Transfer  to  take  place at a time and on a date so as to eliminate or minimize
any  Taxes  applicable  to  the  Transfer;  and

f.     deliver  such other documents as Lessor or such Transferee may reasonably
request,  so  long  as  such  documents  do  not  adversely affect the rights or
obligations  of  Lessee  under  this  Agreement.

14.3     Grants  of  Security  Interests

The  Lessor shall be entitled at any time before, at, or after Delivery to grant
a  security  interest in the Aircraft and this Agreement or its right, title and
interest  in  this  Agreement  including  but  not  limited  to that certain UBK
Mortgage  (the UBK Mortgage and all other security interests granted pursuant to
this  Section  14.3, each, a "Mortgage") in favor of any Lender.  In the case of
any  such  grant  by  Lessor  of a Mortgage to a Lender in all or any portion of
Lessor's  rights,  title and interest in and to the Aircraft and this Agreement,
Lessee  shall  promptly,  at  the  specific  written  request  and  at  the sole
reasonable  cost  and  expense  of  Lessor:

14.3.1     execute  and  deliver  to  Lessor and to such Lender an agreement, in
form  and  substance  satisfactory to Lessor, and such Lender, dated the date of
the  grant  of  such  Mortgage,  (i)  consenting  to  such  Mortgage  and to any
assignment  of  Lessor's  rights, title and interest in and to this Agreement to
such  Lender  for  security  purposes,  (ii)  if requested in writing by Lessor,
agreeing  that  Lessee  will  pay  the  Basic Rent and other payments under this
Agreement  to  such Lender, (iii) agreeing that such Lender shall be entitled to
rely  on  all representations and warranties made by Lessee in this Agreement or
in  any  certificate  or  document  furnished  by Lessee in connection with this
Agreement  as though such Lender was originally the "Lessor" and (iv) consenting
and  agreeing  to  the  terms  in  the  Assignment,  Consent  and  Agreement;

14.3.2     execute  and deliver to Lessor and such Lender such agreements as the
Lessor  may  reasonably  require  for  the  purposes  of effecting all necessary
amendments  to  this  Agreement  (including  Sections  8,  9  and  10);

14.3.3     deliver  to  Lessor  and  such Lender a certificate, signed by a duly
authorized  officer  of  Lessee, dated the date of the grant of the Mortgage, to
the  effect  that  no  Default  or  Event  of  Default  has  occurred;

14.3.4     cause  to  be  delivered  to  Lessor  and such Lender certificates of
insurance  (and where appropriate certificates of reinsurance) and broker's (and
any  reinsurance  brokers')  letter  of  undertaking  detailing the coverage and
confirming  the  insurers'  (and  any  reinsurers')  agreement  to the specified
insurance  requirements  of  this Agreement, adding such Lender as an additional
insured  and,  if  requested  by Lessor, listing such Lender as sole loss payee;

14.3.5     deliver  to  Lessor  and  such  Lender  an  opinion of Lessee's chief
internal  counsel  to  the  effect  that  such  Lender  may  rely on the opinion
delivered  by  such  counsel  or its predecessor counsel in connection with this
Agreement  on the Delivery Date with the same force and effect as if such Lender
was  an  original  addressee  of  such  opinion  when  given;  and

14.3.6     deliver  such other documents as Lessor or such Lender may reasonably
request  so  long  as  such  documents  do  not  adversely  affect the rights or
obligations  of  Lessee  under  this  Agreement.

So  long  as no Default or Event of Default has occurred, no Lender will disturb
Lessee's  quiet  use,  possession  and  enjoyment  of the Aircraft referenced in
Section  7.1  herein.


14.4     Further  Acknowledgments

Lessee further acknowledges that any Transferee or Lender shall in turn have the
rights  of, and be subject to the conditions to, transfer and grants of Security
Interests  set  forth  above  in  this  Section  14.

15.     MISCELLANEOUS

15.1     Waivers;  Remedies  Cumulative

The  rights  of  either  party  under  this  Agreement:

15.1.1     may  be  exercised  as  often  as  necessary;

15.1.2     are  cumulative  and  not  exclusive of that party's rights under any
law;  and

15.1.3     may  be  waived  only  in  writing  and  specifically.

Delay  in  exercising  or non-exercise of any such right is not a waiver of that
right.

15.2     Delegation

The  Lessor  may  delegate  to  any  Person or Persons all or any of the trusts,
powers or discretions vested in it by this Agreement and any such delegation may
be  made  upon  such  terms  and  conditions  and  subject  to  such regulations
(including  power  to  sub-delegate)  as  the  Lessor in its absolute discretion
thinks  fit;  provided,  that  any  such  delegation  shall  be  subject  to the
conditions  set  forth  in  Section  14.2.1.

15.3     Certificates

Except  where  expressly  provided  in  this  Agreement,  any  certificate  or
determination by the Lessor as to any rate of interest or as to any other amount
payable  under  this  Agreement  will,  in  the  absence  of  manifest error, be
conclusive  and  binding  on  the  Lessee.

15.4     Appropriation

If  any  sum paid or recovered in respect of the liabilities of the Lessee under
this  Agreement  is less than the amount then due, the Lessor may apply that sum
to  amounts due under this Agreement in such proportions and order and generally
in  such  manner  as  the  Lessor  may  determine.




15.5     Currency  Indemnity

15.5.1     If the Lessor receives an amount in respect of the Lessee's liability
under  this  Agreement  or  if  such liability is converted into a claim, proof,
judgment  or  order in a currency other than the currency in which the amount is
expressed  to  be  payable  under  this  Agreement  (the  "Contract  Currency"):

a.     the  Lessee  will  indemnify  the  Lessor,  as an independent obligation,
against  any  loss  arising  out  of  or  as  a  result  of  such  conversion;

b.     if  the  amount  received by the Lessor, when converted into the Contract
Currency (at the market rate at which the Lessor is able on the relevant date to
purchase  the  Contract  Currency  in New York City with that other currency) is
less than the amount owed in the Contract Currency, the Lessee will, immediately
on  demand,  pay  to  the Lessor an amount in the Contract Currency equal to the
deficit;  and

c.     the  Lessee will pay to the Lessor on demand any exchange costs and Taxes
(other  than  Lessor  Taxes)  payable  in  connection  with  the  conversion.

15.5.2     The  Lessee  waives,  to  the extent permitted by Applicable Law, any
right  it may have in any jurisdiction to pay any amount under this Agreement in
a  currency  other  than  that  in  which  it  is  expressed  to  be  payable.

15.6     Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable
in  any  jurisdiction,  that  will  not  affect:

15.6.1     the  legality, validity or enforceability in that jurisdiction of any
other  provision  of  this  Agreement;  or

15.6.2     the legality, validity or enforceability in any other jurisdiction of
that  or  any  other  provision  of  this  Agreement.

15.7     Remedy

If  the  Lessee fails to comply with any provision of this Agreement, the Lessor
may,  without  being in any way obliged to do so or responsible for so doing and
without  prejudice to the ability of the Lessor to treat the non-compliance as a
Default,  effect  compliance on behalf of the Lessee, whereupon the Lessee shall
become  liable  to  pay  immediately  any sums reasonably expended by the Lessor
together  with  all  reasonable  costs  and expenses (including reasonable legal
costs)  necessarily  incurred  in  connection  therewith.
15.8     Expenses

Except  as  set  forth in this Agreement, each party shall bear its own expenses
incurred  or  payable  in  connection  with  the  negotiation,  preparation  and
execution  of  this  Agreement.

15.9     Time  of  Essence

The  time stipulated in this Agreement for all payments payable by the Lessee to
the  Lessor and for the performance of the Lessee's other obligations under this
Agreement  will  be  of  the  essence  of  this Agreement (subject always to any
applicable  grace  period).

15.10     Notices

15.10.1     All  notices  and  other communications given under or in connection
with  this Agreement shall be in writing (including telefax) and in English, and
shall  be  deemed  to  have  been  received  as  follows:

a.     If  sent  by  telefax,  at  the  time  of  receipt  by  the  sender  of a
transmission  report  indicating that all pages of the telefax transmission were
properly  transmitted  (unless  the  recipient  notifies the sender promptly, or
unless  sender  receives after 5:30 p.m. local time, by no later than 10:00 a.m.
local  time  the  following Business Day, notification that the transmission was
incomplete  or illegible, in which case the telefax shall be deemed to have been
received  at  the  time of receipt by the sender of a further clear transmission
report  on  re-transmitting  the  telefax),  provided  the  relevant  telefax
transmission  (or  retransmission,  as  the  case may be) was transmitted to the
receiver  between  9:00  a.m.  and 5:30 p.m. local time.   If it was transmitted
later,  then it shall be deemed to have been received at 9:00 a.m. local time on
the  succeeding  Business  Day.

b.     In  any  other  case,  when  received at the address specified in Section
15.10.2.

15.10.2     All  such  notices, requests, demands and other communications shall
be  sent:

a.     if  to  the  Lessor,  to  it  at:     U.S.  Bank  National  Association,
                         a  national  banking  association,
                         as  Owner  Trustee
                    US  Bank Trust Center,                                   180
East  Fifth  Street
                    St.  Paul,  MN  55101
                         United  States  of  America
                                   Attn:  Corporate  Trust  Department
                    Fax:  651  244  0711
                         Telephone  No.:  651  244  0721

with  copies  to:

                    Equis  Financial  Group  L.P.
                    88  Broad  Street
                    Boston,  MA  02110
                    United  States  of  America
                    Attn:  Gail  Ofgant
                    Phone:  617-854-5833
                    Fax:  617-695-0596


and:

The  United  Bank  of  Kuwait  PLC
                                   7  Baker  Street
London  W1M  1AB
England
Attention:     Aviation  Finance
                                   Telephone:     +441714876500
Telefax:     +441714876593

     and;

     Mr.  Max  Bachrach
     Sigma  Aircraft  Management  LLC
     Vice  President  -  Marketing
     232  East  50th  Street
     New  York,  NY  10022
     United  States  of  America
     Telefax.:  212-752-9801
     Telephone.:  212-752-9800

     and;

     Robert  R.  Fafinski,  Jr.,  Esq.
                                   Fafinski,  Mark  &  Johnson,  P.A.
                                   6600  City  West  Parkway,  Suite  300
                                   Minneapolis,  Minnesota  55344
                                   United  States  of  America
                                   Telephone:  952-995-9500
                                   Telefax:  952-995-9577

b.     if  to  the  Lessee,  to  it  at:     Cygnus  Air,  S.A.
Mr.  Alvaro  Macarron  de  Vicente
C/  Aguetol,  7
                                   28042-  Madrid
Spain
                                   Telefax  No.:  +  34  91  746  13  83
                                   Telephone  No.:  +  34  91  746  13  80

or  to  such  other  address  or  telefax  number as shall have been notified in
writing  by  one party to the other in the manner set out in this Section 15.10.

15.11     Sole  and  Entire  Agreement

This  Agreement,  is  the  sole  and entire agreement between the Lessor and the
Lessee  in  relation to the leasing of the Aircraft, and supersedes all previous
agreements  in  relation  to  that  leasing.  The  terms  and conditions of this
Agreement  can  only  be  varied  by  an  instrument in writing executed by both
parties  or  by  their  duly  authorized  representatives.

15.12     Indemnities

All  rights  expressed to be granted to each Indemnitee under this Agreement are
given  to  the  Lessor  as  agent  for  and  on  behalf  of  that  Indemnitee.
15.13     Counterparts

This  Agreement  may  be  executed,  manually or by telefacsimile signatures, in
counterparts  each  of  which  will  constitute  one  and  the  same  document.

15.14     Confidentiality

Neither  the  Lessor  nor  the  Lessee  shall, without the other's prior written
consent,  communicate or disclose the terms of this Agreement or any information
or documents furnished pursuant to this Agreement (except to the extent that the
same  are  within  the  public  domain)  to  any  third  party  (other  than any
prospective  Transferee,  or  Lender,  the  respective  external legal advisers,
auditors,  insurance brokers or underwriters of Lessor, Lessee and such parties,
the  Manufacturer and the Engine Manufacturer); provided however that disclosure
will  be  permitted,  to  the  extent  required:

a.     pursuant  to  an  order  of  any  court  of  competent  jurisdiction;  or

b.     pursuant  to  any procedure for discovery of documents in any proceedings
before  any  such  court;  or

c.     pursuant  to  any  law  or  regulation  having  the  force  of  law;  or

d.     pursuant to a lawful requirement of any authority with whose requirements
the  disclosing  party  is  legally  obliged  to  comply;  or

e.     in  order  to  perfect  any  assignment  of  any  assignable  warranties.

15.15     Concerning  Lessor

The  Parties hereto agree that all of the statements, representations, covenants
and  agreements  made  by  the  Lessor  contained in this Agreement are made and
intended  only  for the purpose of binding the Trust Estate and establishing the
existence of rights and remedies which can be exercised and enforced against the
Trust  Estate.  Therefore,  anything contained in this Agreement to the contrary
notwithstanding, no recourse shall be had with respect to this Agreement against
the  Trust  Company  in  its  individual  capacity or against any institution or
person which becomes a successor trustee or co-trustee or any officer, director,
trustee,  servant  or direct or indirect parent or controlling person or persons
of  any  of  them;  provided,  however,  that  this  Section  15.15 shall not be
construed  to  prohibit  any  action or proceeding against Lessor, Lessee or the
Trust  Company  for its own willful misconduct or grossly negligent conduct; and
provided,  further,  that  nothing  contained  in  this  Section  15.15 shall be
construed  to limit the exercise and enforcement in accordance with the terms of
this  Agreement  of rights and remedies against the Trust Estate.  The foregoing
provisions  of  this  Section  15.15  shall  survive  the  termination  of  this
Agreement.

15.16     Concerning  Specific  Lender

Lessee  hereby acknowledges that its interest in the Aircraft and this Agreement
are  subject  to  and subordinate to The United Bank of Kuwait PLC's interest in
that certain UBK Mortgage.   Lessee further acknowledges that The United Bank of
Kuwait  PLC  can exercise its rights under the Assignment, Consent and Agreement
once  the  "Relevant Notice" (as such term is defined in the Assignment, Consent
and  Agreement)  is  issued  by The United Bank of Kuwait PLC and thereafter The
United Bank of Kuwait PLC shall be deemed the "Lessor" and shall have all rights
of  the  Lessor  under  the  Agreement  but  none of the obligations except such
obligations  expressly  set  forth  in  the  Assignment,  Consent and Agreement.

15.17     Translation  Conflicts

Lessor  and  Lessee  acknowledge  that the purpose of the Spanish translation of
this  Agreement  is  for  filing,  registration  and other recording purposes in
Spain.  In  the  event  that  there  exists  a  conflict  between  such  Spanish
translation  and the fully executed, notarized and apostilled English version of
this  Agreement,  Lessor  and Lessee hereby agree that the English version shall
govern  any  and  all  disputes  and  other  issues  related  to this Agreement.

16.     DISPUTE  RESOLUTION

16.1     New  York  Law:  This Agreement will in all respects be governed by and
construed in accordance with the Laws of the State of New York, United States of
America  (notwithstanding  the  conflict  laws  of  the  State  of  New  York).

16.2     Exclusive  Jurisdiction  in  New  York:  the  parties  hereto  hereby
irrevocably submit to the exclusive jurisdiction and venue of the New York State
Supreme Court for the Borough of Manhattan, New York County, New York and of the
United States District Court for the Southern District of New York in any action
arising  out  of  or connected in any way with this Lease, and Lessor and Lessee
further  agree  that  the service of process or of any other papers upon them or
any of them by certified or registered mail, return receipt requested , at their
respective  addresses  set  forth in Section 15.10 or 16.5 shall be deemed good,
proper  and  effective  service  upon  them.

16.3     Waiver:  LESSEE AND LESSOR HEREBY IRREVOCABLY WAIVE ANY OBJECTION WHICH
IT  MAY  NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR
PROCEEDING  ARISING  OUT  OF  OR RELATED TO THIS AGREEMENT BROUGHT IN ANY OF THE
COURTS  REFERRED  TO  IN  SECTION  16.2 AND HEREBY FURTHER IRREVOCABLY WAIVE ANY
CLAIM  THAT  ANY  SUCH  SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN  BROUGHT  IN  AN  INCONVENIENT  FORUM.

16.4     Agent  for  Service  of  Process:
     Without  prejudice  to  any  other  mode of service, Lessee (i) appoints CT
Corporation System, 111 Eighth Avenue, New York, New York 10011 as its agent for
service  of  process relating to any proceedings before any court as provided in
Section 16.2 hereof in connection with this Agreement and agrees to maintain the
process agent in New York, New York notified to Lessor and Agent and (ii) agrees
that  failure  by a process agent to notify Lessor or Agent of the process shall
not  invalidate  the  proceedings  concerned.

16.5  Survival  of  Obligations.  The provisions of this Section 16 will survive
the  Expiry  Date.




     [signature  page  follows]


IN WITNESS WHEREOF Lessor and Lessee have executed this Lease Agreement which is
effective  on  the  first  date  shown at the beginning of this Lease Agreement.

U.S.  Bank  National  Association,
a  national  banking  association,  not  in  its
individual  capacity except as set forth as Trust Company in this Agreement, but
as  Owner  Trustee  pursuant  to  the  Trust  Agreement

By:__________________________________
Name:
Title:
Subscribed  and  sworn  to  before  me
this  _____  day  of  __________,  2002.

_______________________________
Notary  Public

                                   Cygnus  Air,  S.A.

By:__________________________________
     Mac  Holfam  International,  S.L.
(acting  as  Managing  Director  of  Cygnus  Air,  S.A.  through  its individual
representative,  Mr.  Jess  Macarron)

Subscribed  and  sworn  to  before  me
this  _____  day  of  __________,  2002.

_______________________________
Notary  Public






SCHEDULE  1  --  DESCRIPTION  OF  AIRCRAFT

     Part  1

     Aircraft  Specifications



Airframe  Manufacturer:
Airframe  Model:  DC8-73F
Airframe  Manufacturer's  Serial  No:  46133
FAA  Registration  No.:  N961R
Configuration:  Cargo
Engine  Type:  CFM  International,  Inc.  56-2C1
Engine  Serial  Numbers:  692514,  692542,  692543,  and  692506.


Part  2

     Aircraft  Documents


Part  3

     Loose  Equipment



SCHEDULE  2  --  CERTIFICATE  OF  ACCEPTANCE

     This  Certificate  of  Acceptance  is  delivered  on  the date set forth in
paragraph  1  below  by  Cygnus  Air,  S.A. (the "Lessee") to U.S. Bank National
Association,  a  national  banking  association,  not in its individual capacity
except as set forth in this Agreement but as Owner Trustee pursuant to the Trust
Agreement  (the  "Lessor") pursuant to the Lease Agreement, dated June 28, 2002,
between the Lessor and the Lessee (the "Agreement").  Capitalized terms used but
not  defined  in  this Certificate of Acceptance shall have the meaning given to
such  terms  in  the  Agreement.

1.     Details  of  Acceptance

The  Lessee hereby confirms to the Lessor that the Lessee has at _____ a.m./p.m.
local  time  on  this  _____  day  of  __________,  2002, in the State of _____,
accepted  the  following, in accordance with the provisions of the Agreement and
the  Annex  attached  hereto:

(a)     Airframe:  DC8-73F  airframe,  Manufacturer's  Serial  46133,  currently
under  Registration  No.  N961R  (TAT:_____  TAC:____);

(b)     Engines:   four  (4)  CFM  International,  Inc.  56-2C1 Engines, bearing
Manufacturer's  Serial  Nos.  692514  (TET:____  TEC:___),  692542  (TET:____
TEC:___),  692543  (TET:____  TEC:___),  and  692506  (TET:____  TEC:___);

(c)     All  Parts  installed on, attached to or appurtenant to the Airframe and
Engines,  including,  without  limitation,  two  loose  equipment  specified  in
Schedule  1  -  Part  3  of  the  Agreement;  and

(d)     Aircraft  Documents  specified  in Schedule 1 - Part 2 of the Agreement.

2.     Lessee's  Confirmation

The  Lessee confirms to the Lessor that the Aircraft and Aircraft Documents were
made available to Lessee for inspection and an acceptance flight pursuant to the
Agreement.  Lessee  performed  such  inspections  and an acceptance flight as it
deemed  necessary  and,  pursuant to such inspections, the Aircraft is deemed by
Lessee  to  be  in acceptable condition in compliance with the Delivery terms of
the  Agreement.

Without  limiting the generality of the foregoing paragraph, the Lessee confirms
to  the  Lessor that as at the time indicated above, being the time of Delivery:

(a)     The  Lessee's  representations  and warranties contained in Sections 2.1
and  2.2  of  the  Agreement  are  true  and  accurate.

(b)     The  Aircraft  is  insured  as  required  by  the  Agreement.

(c)     Lessee  has  received  the  Aircraft  Documents.

(d)     Lessee  has received all of the Aircraft Documents referenced in Section
1(d)  of  this  Schedule,  above and such Aircraft Documents are satisfactory to
Lessee.

(e)     Lessee has received all items of loose equipment referenced in Section 1
(c)  of this Schedule, above and such loose equipment is satisfactory to Lessee.

(f)     The  Aircraft  complies in all respects with the Delivery conditions set
forth  in Schedule 3 of the Agreement except for those items allowed pursuant to
Section  4.3.3  of  the  Agreement  which  are  specified  in  Exhibit A to this
Certificate  of  Acceptance.

(g)     Lessee  has  received  a  photo  assessment document reflecting external
repairs  accomplished  on  the  Aircraft,  including  photos  and documents with
authorized  procedure  to accomplish said repairs as required by FAR guidelines.

(h)     Lessee  has  received  both Basic Rent and Maintenance Reserves invoices
from Lessor for each of the 30 months during the Term.  Lessee acknowledges:  1)
that  such  invoices  are  a  formality  requested by Lessee with respect to its
obligations  to  pay  withholding tax to Spanish authorities; 2) that Lessor has
absolutely  no  obligations with respect to such invoices; 3) that such invoices
have  no  effect  on  any  of  Lessee's  obligations  pursuant  to the Agreement
including,  but  not  limited  to, Lessee's duties to make payments (Basic Rent,
Supplemental  Rent,  Maintenance  Reserves  and  other  amounts) pursuant to the
Agreement;  4)  that such invoices have no diminishing effect on Lessor's rights
pursuant  to  the  Agreement  and  5)  that  Lessee  will insert the appropriate
Maintenance  Reserves  amounts  on  the  Maintenance  Reserves invoices and will
forward  copies  of  such  completed  invoices  to Lessor with the corresponding
monthly  status  report  required  pursuant  to  Section 8.2.6 of the Agreement.

(i)     Lessee  hereby  takes  Delivery  of  the  Aircraft.


3.     Lessor's  Confirmation

The  Lessor  confirms  to the Lessee that, as at the time indicated above, being
the  time  of Delivery, the Lessor's representations and warranties contained in
Section  2.4  of  the  Agreement  are  true  and  correct.

4.     Specific  Schedule  3,  Section  A.2.  Discrepancy


Notwithstanding  anything  to the contrary herein, Lessor and Lessee acknowledge
that  at the location on the Aircraft identified as "right hand wing lower front
spar  cap  forward  tang  approxment  station  XFS 520" there exists an approved
engineered temporary repair on the crack of the spar cap requiring a DTA (Damage
Tolerance  Assement),  which  deviates  from  the
requirements  of  Schedule 3, Section A. 2.  Lessee and Lessor hereby agree that
Lessee  accepts  the  Aircraft  despite  such  discrepancy and that Lessor will,
subject to Lessor's advance written approval of the workscope proposed by Lessee
to  specifically  remedy  such discrepancy (such approval not to be unreasonably
withheld)  and subject to Lessor's receipt from Lessee of an invoice in form and
substance  reasonably satisfactory to Lessor and Lender, and provided no Default
or Event of Default has occurred, pay to such Approved Maintenance Performer the
reasonable and necessary actual cost to remedy such discrepancy during the Term.

Lessee  shall  use its best efforts to schedule remedy of such discrepancy for a
date  later  than  the  Expiry Date. If it is not possible to schedule remedy of
such  discrepancy  for  a  date after the Expiry Date, Lessee shall use its best
effort  to accomplish remedy of such discrepancy during a scheduled Airframe "C"
Check during the Term, or if not possible during a scheduled Airframe "C" Check,
during  a  scheduled  maintenance  event  provided for in the Agreed Maintenance
Program. Provided no Default or Event of Default has occurred, if due solely and
directly  to  the  remedy  of  this discrepancy during the Term, the Aircraft is
unavailable  to  Lessee  for revenue service, Lessee shall be entitled to credit
against the earliest future Basic Rent payable the pro-rata amount of Basic Rent
paid  for  each  day that the Aircraft is unavailable to Lessee for such revenue
service. However, if a Rent Date occurs within the time period that the Aircraft
is  unavailable for revenue service pursuant to the terms of this paragraph, (1)
Lessee shall not be required to pay the pro-rata share of Basic Rent payable for
the  days  that the Aircraft remains so unavailable following such Rent Date and
(2)  the  Basic Rent payable for the remaining time period corresponding to such
Rent  Date will become immediately due and payable at the time that the Aircraft
becomes  available  for  such  revenue service.  Provided no Default or Event of
Default  has  occurred,  if  due  solely  and  directly  to  the  remedy of such
discrepancy  during  the  Term,  Lessee  is required to wet lease an alternative
aircraft  to  cover  only the specific revenue service for which the Aircraft is
unavailable,  the  Expiry  Date  shall be extended by two days for each full day
that  the  Aircraft  remains  so unavailable.  All terms of this Agreement shall
apply  to  such  extension  with  the  sole  exception  that Lessee shall not be
required  to  pay  Basic  Rent  for the time period of such extension.    At all
times,  Lessee  shall  use  its  best efforts to minimize the time period during
which  the  Aircraft is unavailable for revenue service and to minimize any time
period  during  which Lessee wet leases an alternative aircraft for the purposes
referenced  herein.




[Signature  Page  Follows]

IN  WITNESS  WHEREOF  Lessor  and  Lessee  have  executed  this  Certificate  of
Acceptance on the date shown at the beginning of this Certificate of Acceptance.

U.S.  Bank  National  Association,
a  national  banking  association,  not  in  its
individual  capacity  except  as  set  forth  in
this  Agreement  but  as  Owner  Trustee
pursuant  to  the  Trust  Agreement

     By:___________________________________
     Name:
     Title:
Subscribed  and  sworn  to  before  me
this  _____  day  of  __________,  2002.

_______________________________
Notary  Public

     Cygnus  Air,  S.A.


     By:________________________
     Mac  Holfam  International,  S.L.
(acting  as  Managing  Director  of  Cygnus  Air,  S.A.  through  its individual
representative,  Mr.  Jess  Macarron)

Subscribed  and  sworn  to  before  me
this  _____  day  of  __________,  2002.

_______________________________
Notary  Public


                                                  Original  1  of   6

SCHEDULE  2  --  EXHIBIT  A

Discrepancies

The  following  chart indicates Agreement Section 4.4.3 discrepancies, the level
of  each  discrepancy  and  the  procedure  for  correction of each discrepancy.

Discrepancy  Description     Discrepancy  Level     Agreed  Correction Procedure
     Correctable via Normal Line Maintenance     Not Correctable via Normal Line
Maintenance





SCHEDULE  3  --  CONDITION  AT  DELIVERY

At  the  Delivery  Date, the Aircraft shall be delivered to Lessee in an "AS-IS,
WHERE-IS"  condition  subject  to  the  following  specific  conditions.

A.     The  Aircraft  shall:

1.     Be  airworthy  and  in normal operating condition, conform to type design
and  be  in  a  condition  for safe operation with all equipment, components and
systems  operating  in  accordance  with  their  intended  use.

2.     All equipment, components and systems operating within limits established
by  the  manufacturer  and  approved by the FAA, and all pilot discrepancies and
deferred,  temporary,  interim  and  carry-over  maintenance  items cleared on a
terminating  action  basis.

3.     Have  a  valid  and current export certificate of airworthiness issued by
the FAA and upon Lessee's request, a certificate of deregistration issued by the
FAA.

4.     Without  exemption  or  waiver,  have  accomplished  all  outstanding
airworthiness  directives and mandatory service bulletins issued by the FAA, the
Aircraft  Manufacturer,  and  the Engine Manufacturer affecting the Aircraft and
the  Engines requiring compliance to the Maintenance Program and  be cleared for
60  days  after  the  Delivery  Date.

5.     Be in compliance with all CPCP tasks requiring compliance pursuant to the
Maintenance  Program  on  or  before  the  Delivery Date and cleared for 60 days
thereafter.

6.     Be eligible for JAR operation by having a Single Mode TCAS II with 7.0 or
above  software  installed,  VHF Comm 8.33 Mhz Spacing & VHF NAV FM Immunity and
RSVM.

7.     Each  Engine shall be airworthy, in good condition, and fully serviceable
and  shall  have not less than 1,500 cycles of expected life remaining until the
next  scheduled  removal.  In  addition,  each  Engine shall have a positive EGT
Margin  and  have  no  defects  that  reduce  the Flight Hours of remaining life
pursuant  to the manufacturer's requirements or airworthiness requirements until
overhaul.

8.     Have  not  less  than  3,000  Flight  Hours  or 1,500 cycles or 12 months
whichever  is  more limiting remaining on all airframe life limited and calendar
controlled  components  if  maximum  time/utilization  limits  permits.

9.     Have  time  limited  emergency  equipment  with  700  hours  or  120 days
remaining  to  the  life  limit.

10.     Be fresh from the delivery "C" Check and bridged for compliance onto the
manufacturer's  DC8  OAMP  program, including all lower level checks, structural
inspections  and  CPCP  inspections required to be accomplished on or before the
Delivery Date as per manufacturer's intervals/implementation schedule except for
the  passage  of time and any test and ferry flights.  Lessee has been permitted
to  keep  technical representatives and to inspect the aircraft during execution
of  the  delivery  "C"  Check;

11.     Have  all  logs, manuals, data and inspection, modification, maintenance
and  overhaul  records  (including  historical  records)  current and updated as
applicable  in  the  English  language;

12.     Be  clean  by  international  airline  standards.

13.     Be  free  from  any  oil  and  fuel  leaks.

14.     Have  no deferred maintenance outstanding on the Aircraft outside of the
maintenance  manual  limits.

15.     Have  all protective panels in the cargo compartments in good, airworthy
and  serviceable  condition.

16.     Have  a  photo  assessment  document  reflecting  external  repairs
accomplished  on  the  Aircraft,  including photos and documents with authorized
procedure  to  accomplish  said  repairs  as  required  by  FAR  guidelines.

B.     The  Airframe  shall:

1.     Have  all  fluid  reservoirs  (including fuel, oil, oxygen, hydraulic and
water),  and  the  waste  tank  serviced  in  accordance with the manufacturer's
instructions.

2.     If  required  under  the  Maintenance  Program, all fuel tanks shall have
recently  undergone  an  anti-fungus/biological  growth contamination laboratory
evaluation  ,  and  any  excessive  levels  of  contamination  corrected.

C.     Parts  or  each  Part  shall:

1.     Have  each  "on-condition"  and "condition" monitored Part serviceable in
accordance with the FAA and its prescribed parameters and the maintenance manual
prescribed  parameters.

2.     Have a corresponding current "serviceable tag" issued by the manufacturer
or  supplier  indicating  that  the part is new, serviceable, or over hauled and
shall  be  accompanied  by  all  corresponding  FAA  form  8130-3's.


D.     Fuselage,  Windows,  and  Doors  shall:

     1.     Be  sanded  and  painted  white.

2.     Be  free  of  major  dents  and  abrasions  that  exceed  the  prescribed
parameters  under  the  SRM  or  other  approved data and shall be free of scrab
patches  which  are  temporary  or  out  of maintenance manual limits and loose,
pulled  or  missing  rivets  (normal  wear  and  tear  excepted).

3.     Have windows that do not contain any de-lamination, blemishes, scratches,
or  crazing  that  exceed  the  prescribed  parameters  under the Manufacturer's
maintenance manual and that are properly sealed (normal wear and tear excepted).

4.     Have  doors  that  are  free  moving,  correctly  rigged  and fitted with
serviceable  seals.

E.     Wings  and  Empennage  shall:

1.     Have  leading  edges  that  do  not  contain  any damage that exceeds the
prescribed  parameters  under  the  SRM  and  any  other  approved  data.

2.     Have  wings  and  pylons  free  of  fuel  leaks.

F.     Interior  and  Cargo  Compartments  shall:

1.     Be  fully  serviceable  and  airworthy.

2.     All  decals  shall  be in the English language, clean, secure and legible
and  all  ferring  panels shall be in airworthy condition, secure and painted as
necessary.  Floor coverings shall be clean and effectively sealed and painted as
necessary.  Seats and seat covers shall be in good condition, serviceable, clean
and  shall  conform  to  all  international  fire  resistance  regulations.

3.     Have  panels  in  good  condition,  serviceable  and  airworthy.

     4.     Have  nets  in  good  condition,  serviceable  and  airworthy.

     5.     Have  Cargo  Compartments  complying  with  FAR  fire resistance and
containment  regulations  as  applicable  to  a  FAR  121  operator.

     6.     Have  Cargo  Compartments  being  Class  C  compliant.


G.     Cockpit  shall:

1.     Have  fairing  panels substantially free of stains cracks, clean, secure,
airworthy  and  repainted  as  necessary.

2.     Have  floor  coverings  that  are  clean  and  effectively  sealed.

3.     Have  seats  that  are  serviceable,  airworthy  and  in  good condition.

4.     All  decals  shall be in the English language, clean, secure and legible.

H.     Landing  Gear  shall:

1.     Have  landing  gear,  brakes  and  wheel  wells  clean,  free  of  leaks,
airworthy,  in  good  condition  and  fully  serviceable.

I.     Corrosion:

1.     Fuel tanks will be free from contamination and corrosion which exceed the
allowable  limits  contained  in  the  Maintenance  Program and a tank treatment
program  will  be  in operation and up-to-date if required under the Maintenance
Program.



SCHEDULE  4  --  OPERATING  CONDITION  AT  REDELIVERY

Unless  specifically  stated otherwise in this Agreement, on the Expiry Date the
Aircraft  shall  be returned to Lessor in the same condition as the condition of
the  Aircraft on the Delivery Date, normal wear and tear excepted.  The Aircraft
shall  also  be  in  the  following  condition:

1.     Aircraft  General  Condition

The  Aircraft  shall  be  returned  to  Lessor  at  Lessee's expense in the same
condition  as  existed on the Delivery Date, normal wear and tear excepted.  The
Aircraft  shall:

(a)     Be  airworthy  and in normal operating condition, conform to type design
and  be  in  a  condition  for safe operation with all equipment, components and
systems  operating  in  accordance  with  their  intended  use.

(b)     All  equipment,  components  and  systems  operating  within  limits
established by the manufacturer and approved by the Aviation Authorities and the
JAA, and all pilot discrepancies and deferred, temporary, interim and carry-over
maintenance  items  cleared  on  a  terminating  action  basis.

(c)     Have  a  current  certificate  of  airworthiness  issued by the Aviation
Authorities, or at Lessor's option, a certificate of airworthiness for export to
a  country  of  Lessor's  choice.

(d)     Without exemption or waiver, be in compliance with and be cleared for 60
days  after  redelivery  of  the  Aircraft  with  respect  to  all airworthiness
directives,  mandatory  service  bulletins  and  CPCP tasks requiring compliance
pursuant  to  Lessee's  Maintenance  Program.

(e)     Be  in  a  condition that will qualify the Aircraft for a Certificate of
Airworthiness  for cargo operation in the State of Registration and have a valid
export  certificate  of airworthiness with respect to the Aircraft issued by the
Aviation  Authority),  unconditionally  meet  all JAA requirements for immediate
operations,  will  be  in  full compliance with applicable Type Certificate Data
Sheets  and  shall  be  eligible  for  JAA  operations.

(f)     Have  installed  the  full  complement  of  engines ((4) serviceable CFM
International,  Inc.  56-2C1 engines) and other equipment, parts and accessories
and  loose equipment required under the Agreed Maintenance Program and installed
in  the  other  DC8  freighter  aircraft  operated  by  Lessee under maintenance
programs  similar to the Agreed Maintenance Program (together with any additions
and  improvements  thereto, or replacements thereof, effected pursuant to and in
accordance  with  this  Agreement)  and be in a condition suitable for immediate
operation  in  commercial  service.

(g)     Be  eligible  for JAR operation by having Single Mode TCASII with 7.0 or
above  software  installed,  VHF Comm 8.33 Mhz Spacing, VHF Nav FM Immunity, and
RVSM.

(h)     Be  clean  by  international  airline  standards.

(i)     Be  free  from  any  oil  and  fuel  leaks.

(j)     Have  no  deferred  maintenance  outstanding  on the Aircraft outside of
maintenance  manual  limits.

(k)     Have  all protective panels in the cargo compartments in good, airworthy
and  serviceable  condition.

(l)     Have,  at  Lessor's option, all or part of the modifications made solely
in  compliance  with  the  laws  of  the  State  of  Registration  removed.

(m)     Have  all  of Lessee's logos and markings removed and the Aircraft shall
be  in  an  all white paint scheme with paint quality equal to or exceeding such
paint  quality  on  the  Aircraft  on  the  Delivery  Date.

(n)     Have  a  photo  assessment  document  reflecting  external  repairs
accomplished  on  the  aircraft  during the Term, including photos and documents
with authorized procedure to accomplish said repairs as required by the Aviation
Authorities  and  JAR  guidelines.

2.     The  Airframe  will:

(a)     Be  fresh  from  a Airframe "C" Check, including all lower level checks,
structural  inspections  and  CPCP  inspections (CPCP inspections cleared for 60
days  after redelivery) required to be accomplished on or before the Expiry Date
as  pursuant  to  the  Manufacturer's  intervals/implementation schedule without
regard  to Lessee's fleet wide implementation program.  Lessee may redeliver the
Aircraft without completing such Airframe "C" Check provided that Lessee pays to
Lessor, prior to the Expiry Date, fifty percent (50%) of the average of the cost
of  the  delivery "C" Check required pursuant to Section 9 of Schedule 3 and the
cost  of  the  first  Airframe  "C"  Check  overhaul  required  pursuant to this
Agreement  during  the Term less the balance of the Airframe "C" Check Reserves.

          Such  amounts  paid  by  Lessee to Lessor will cover routine "D" Check
work  cards  and the non-routine work cards generated from the routine "D" Check
work  cards.  All  open  maintenance  items  will  be over and above and handled
pursuant  to  Section  12.3.

(b)     Have  installed  all  applicable  vendor's  and  manufacturer's  service
bulletin kits received free of charge by the Lessee that are appropriate for the
Aircraft  and,  to the extent not installed, those kits which have been received
with  respect  to  this Aircraft will be furnished free of charge to the Lessor.

(c)     All  fluid reservoirs (including fuel, oil, oxygen, hydraulic and water)
will  be full, and the waste tank serviced in accordance with the manufacturer's
instructions.

(d)     If  required  under  the Agreed Maintenance Program, all fuel tanks will
have  recently  undergone  an  anti-fungus/biological  growth  contamination
laboratory  evaluation,  and  any  excessive  levels of contamination corrected.

(e)     Have  a DGAC approved aging aircraft program equivalent to that required
by  the  FAA  in  operation and up to date and in compliance with Manufacturer's
data  without  waivers  or  extensions.

3.     Parts

(a)     Each  life  limited or hard time controlled Part, excluding Engine Parts
and Landing Gear, shall have not less than 12 months, 3,000 flight hours or 1500
cycles  (whichever  is the more limiting factor) remaining to the next scheduled
removal  or  overhaul  in  accordance  with  the  Maintenance Program if maximum
time/utilization  limits  permits.

(b)     Each  "on-condition"  and "condition monitored" Part will be serviceable
in  accordance with the Aviation Authority and JAA prescribed parameters and the
maintenance  manual  prescribed  parameters.

     (c)     Each  Part  shall  have  a  corresponding current "serviceable tag"
issued  by  the  manufacturer  or  supplier  indicating  that  the  part is new,
serviceable  or  overhauled,  and  shall be accompanied by all corresponding FAA
form  8130-3's  (as  applicable)  and  JAA  Form  One's.

4.     Engines

Each  engine installed on the Aircraft shall be an Engine and (if not the engine
installed  at  Delivery)  shall,  to  the  extent not previously provided to the
Lessor,  be  accompanied by all documentation the Lessor may require to evidence
that  title  thereto  is  properly  vested in the Lessor in accordance with this
Agreement  and  will:

(a)     Each Engine shall be capable of achieving Max Take Off Power without any
restrictions,  in  accordance  with  the Manufacturer's Max Power Assurance Test
corrected  to  the  maximum permissible outside air temperature at sea level and
each  engine  shall  be  airworthy,  in  good  condition  and fully serviceable.
Subsequent  to the power assurance runs, Lessee shall provide for a complete and
full  video  borescope  of  each  Engine.

(b)     Have  no defect that reduces the Flight Hours of remaining life pursuant
to  manufacturer's  or  airworthiness  requirements  until  overhaul.

(c)     Shall  have  a  positive  EGT  margin.

5.     Fuselage,  Windows  and  Doors

(a)     Have  the  fuselage  sanded  down  and  painted  white.

(b)     The  fuselage  will be free of major dents and abrasions that exceed the
prescribed  parameters  under  the  SRM and any other approved data and shall be
free of scab patches which are temporary or out of maintenance manual limits and
loose,  pulled  or  missing  rivets  (normal  wear  and  tear  excepted).

(c)     The windows will not contain any de-lamination, blemishes, scratches, or
crazing  that  exceed  the  prescribed  parameters  under  the  Manufacturer's
maintenance  manual and will be properly sealed (normal wear and tear excepted).

(d)     The  doors  will  be  free  moving,  correctly  rigged  and  fitted with
serviceable  seals.

6.     Wings  and  Empennage

(a)     Leading  edges  will  not contain any damage that exceeds the prescribed
parameters  under  the  SRM.

(b)     Wings  and  pylons  will  be  free  of  fuel  leaks.

7.     Interior  and  Cargo  Compartments

(a)     The  interior  and  cargo  compartments  will  be  fully serviceable and
airworthy.

(b)     Emergency  equipment  having  a calendar life will have a minimum of 700
hours  or  120  days,  whichever  is  more,  remaining  to  the  life  limit.

(c)     All  decals  shall be in the English language, clean, secure and legible
and  all ferring panels shall be in airworthy condition, secure and repainted as
necessary.  Floor coverings shall be clean and effectively sealed and painted as
necessary.  Seats and seat covers shall be in good condition, serviceable, clean
and  shall continue to conform to all international fire resistance regulations.

(d)     Panels  will  be  in  good  condition,  serviceable  and  airworthy.

(e)     Nets  will  be  in  good  condition,  serviceable  and  airworthy.

(f)     Cargo  Compartments will comply with JAR fire resistance and containment
regulations  as  applicable  to  a  JAR-OPS-1  operator.

(g)     Cargo  Compartments  will  be  Class  C  Compliant.

8.     Cockpit

(a)     Fairing  panels shall be substantially free of stains and cracks, clean,
secure,  airworthy  and  repainted  as  necessary.

(b)     Floor  coverings  will  be  clean  and  effectively  sealed.

(c)     Seat  covers  will be in good condition, clean and substantially free of
stains  and  will  conform to JAR fire resistance regulations as applicable to a
JAR-Ops  1  operator.

(d)     Seats  will  be  serviceable,  airworthy  and  in  good  condition.

(e)     All  decals shall be in the English language, clean, secure and legible.

9.     Landing  Gear

The  landing gear, brakes and wheel wells will be clean, free of leaks, repaired
as  necessary,  airworthy,  in  good  condition  and  fully  serviceable

10.     Corrosion

(a)     Have  been  inspected  and  treated  with  respect  to  corrosion.  Such
inspection  and treatment shall be cleared for 60 days after the Expiry Date and
have  been  performed as defined in the Maintenance Program corrosion prevention
control  plan  (CPCP)  on  or  before  the  Delivery  Date.

(b)     Fuel  tanks  will  be free from contamination and corrosion which exceed
the  allowable  limits  contained in the Approved Maintenance Program and a tank
treatment  program  will  be  in  operation and up-to-date if required under the
Approved  Maintenance  Program.




11.     Records

(a)     The  Aircraft  will  be delivered to Lessor with all logs, manuals, data
and  inspection,  modification,  maintenance  and  overhaul  records  (including
historical  records  necessary  to  prove  parts  traceability,  to  the  extent
delivered  by  Lessor)  provided  by  Lessor  at Delivery current and updated as
applicable  and  in  the  English  language.

(b)     Have  complete  and  historical  records  as  required  by  the Aviation
Authorities  and  JAA,  including  but  not limited to vendor tags, showing last
overhaul  for  all  hard time components and full back to birth traceability for
all  life  limited  parts.


SCHEDULE  5  --  FORM  OF  LEGAL  OPINION


[Date]



U.S.  Bank  National  Association,
US  Bank  Trust  Center
180  East  Fifth  Street
St.  Paul,  MN  55101
United  States  of  America
Attn:  Corporate  Trust  Department

AFG  Investment  Trust  D
C/O  EQUIS  FINANCIAL  GROUP
88  Broad  Street
Boston,  Massachusetts  02110
Attention:     Ms.  Gail  Ofgant

THE  UNITED  BANK  OF  KUWAIT  PLC
7  Baker  Street
London  W1M  1AB
England
Attention:     Aviation  Finance


                    Re:     Lease  Agreement  ("Agreement")  dated June 28, 2002
between  U.S.  Bank National Association, a national banking association, not in
its individual capacity except as specifically set forth in the Agreement but as
Owner  Trustee  pursuant  to the Trust Agreement, a national banking association
("U.S.  Bank")  and  Cygnus  Air,  S.A.,  a  Spanish  corporation  ("Cygnus").


Ladies  and  Gentlemen:

          I  am  counsel  to  Cygnus,  a corporation organized under the laws of
Spain  (the  "Lessee") and have acted on behalf of the Lessee in connection with
the  transactions  contemplated  by the above referenced Lease Agreement between
U.S.  Bank  ("Lessor")  and  Lessee.  This  opinion  is  being  rendered  to you
pursuant  to  Section  3.1.3  of  the Agreement.  Capitalized terms used herein,
unless  otherwise defined herein, shall have the meanings ascribed to such terms
in  the  Agreement.

          We  have  examined  the  following  documents:

(i)     Agreement;
(ii)     the  Certificate  of Acceptance dated __________, 2002 among the Lessor
and  the  Lessee;  and,
(iii)     all documents executed and/or delivered to Lessor pursuant to Sections
3.1  and  3.2  of  the  Agreement.
(iv)     and the Lessee's corporate and constitutional documents as reflected in
its  notarial  Deed  of  Incorporation ("escritura de constitucion") and By-laws
("estatutos")  and  other  Lessee's  corporate  documents  as we have considered
necessary  for  purposes  of  this  opinion;  and
(v)     the  Assignment,  Consent  and  Agreement.
(Items  (i)  -  (iii)  collectively  the  "Transaction  Documents")
We  have also examined originals, or facsimile, certified or photostatic copies,
of  such  agreements  and  records of the Lessee, and such other documents as we
deemed  necessary  or  advisable  for  the purpose of rendering the opinions set
forth  below.  We  have  assumed  the  genuineness  of  all  signatures,  the
authenticity  of  all  documents submitted to us as originals, the conformity to
original  documents  of all documents submitted to us as facsimile, certified or
photostatic  copies  and  the  authenticity  of  the  originals  of such copies.
          For  the  purposes of this opinion, we have also assumed the valid and
binding  execution  of  all  documents  set  forth  above.
          Words  and expressions used and not otherwise defined herein will bear
the  same  meanings  as  defined  in  the  Agreement.
          We  do not purport to be experts on and do not purport to be generally
familiar with or qualified to express legal opinions based on any law other than
the  laws  of  Spain and accordingly have made no investigation of an express no
opinions  in  respect  of  the  laws  of  any  jurisdictions  outside  of Spain.
Therefore,  the  issues  mentioned  in this opinion have been examined only with
regard  to  their  compliance with Spanish law, and we express no opinion on any
laws other than the laws of Spain as they now stand.  This opinion is subject to
Spanish  law  and  exclusively  bound  to  the  Transaction  Documents.
          Based  and  relying  upon  the  foregoing,  and  subject  to  the
qualifications  set  forth  below,  we  are  of  the  opinion  that:
1.     The  Lessee  is  a  corporation duly formed, validly existing and in good
standing  under  the laws of Spain and has full corporate power and authority to
carry  on  its  business as currently conducted and as currently contemplated by
the  Transaction  Documents.
2.     The Lessee has full corporate power and authority to execute, and deliver
the  Transaction  Documents  and  perform  its  obligations  thereunder.  The
execution,  delivery  and performance by the Lessee of the Transaction Documents
have  been  duly authorized by all necessary corporate action on the part of the
Lessee, do not require any approval of the shareholders of the Lessee and do not
contravene  the  Constitutional  Documents  referenced  in  Section 3.1a. of the
Agreement,  or  any  other  organizational  documents  of  Lessee.
3.     _____________  in  his  capacity as __________________ of Lessee has full
power  and  authority to execute and deliver the Transaction Documents on behalf
of  Lessee  and  to  authorize any third party representatives, either through a
delegation of his own powers to other employees or agents of Lessee or through a
power  of  attorney,  to negotiate, execute, deliver and perform the Transaction
Documents  on  behalf  of  Lessee  .
4.     (a)     The  execution,  delivery  and  performance  by the Lessee of the
Transaction  Documents do not contravene any law applicable to the Lessee or any
regulation,  decree  or order and do not result in the breach of, constitute any
default  under or result in the creation of any lien, charge or encumbrance upon
any  property of the Lessee under any credit agreement (other than the Agreement
and the other Transaction Documents) or other agreement to which the Lessee is a
party  or  by  which  any  of  its  properties  or assets are bound or affected.
(b)     The  Lessee  has  all  governmental  consents,  permits  and licenses to
conduct  its business as an airline in Spain and to operate the Aircraft as part
of  its  business  and  as  contemplated  by  the  Transaction  Documents.
5.     The  Transaction  Documents  have  been  executed and delivered by a duly
authorized  and/or  third  party  representative  officer  of the Lessee and are
enforceable against Lessee pursuant to the terms thereof and pursuant to Spanish
law.
6.     There  are no outstanding judgments against the Lessee, nor are there any
actions,  claims,  suits,  investigations,  governmental  proceedings,  or other
proceedings  pending  or,  to  the  best  of my knowledge, threatened against or
affecting  the  Lessee or its property before any court, board of arbitration or
administrative  agency  which  would,  as a consequence, have a material adverse
effect on the business of the Lessee or the ability of the Lessee to perform its
obligations  pursuant  to  the  Transaction  Documents.
7.     The  Lessee  is  not in default under or in violation of any agreement or
order,  lien,  injunction  or  decree  of any court or any order, statute, rule,
regulation  or  demand  of  any  federal,  state municipal or other governmental
agency,  default  under  which  would, as a consequence, have a material adverse
effect on the business of the Lessee or the ability of the Lessee to perform its
obligations  pursuant  to  the  Transaction  Documents.
8.     Upon presentation by Lessor of the documents referenced in Section 3.1.15
of  the  Agreement  to  the  DGAC, the Lessor will have the right to immediately
de-register and export the Aircraft from Spain without any other further action.
9.     All  documents,  filing  and  actions  (including  but not limited to the
payment of any fees) necessary to register the Aircraft with the DGAC and obtain
the  Spanish registry have been completed and filed with the DGAC, and therefore
the Aircraft is [temporarily/permanently] a Spanish aircraft [and will remain so
temporarily  registered  for  a  period  of  at  least  90 days from the date of
issuance  of  such  temporary  registration.]
10.     All  documents,  filing  and  actions  (including but not limited to the
payment  of  any  fees)  necessary to reflect Lessor's ownership of and Lender's
interest  in  the  Aircraft  and  to note and disclose all of Lessor's rights of
ownership in and Lender's interest in the Aircraft have been completed and filed
with  the  Spanish  Aviation  Authorities.
11.     The  Agreement,  the  Assignment,  Consent and Agreement and the Bill of
Sale (if the Bill of Sale is requested by the DGAC) has been properly filed with
the  Aircraft  Matriculation  Registry  ("Registro  de  Matricula de Aeronaves")
within  the  Spanish  DGAC.
12.     Lessee has legally and validly authorized its Spanish insurer to provide
an  irrevocable  instruction  to the reinsurer pursuant to Section 3.1.l4 of the
Agreement  and  has  no right to revoke or contravene such instruction after the
date  of  it  without  the  prior  written  consent  of  Lessor.
13.     Lessee's  Spanish  insurer  has  provided  the reinsurer the irrevocable
instruction required pursuant to Section 3.1.l4 of the Agreement and the same is
legally valid and binding, and such insurer has no right to revoke or contravene
such  instruction  after  the  date  of  it without the prior written consent of
Lessor.
14.     The  application,  and  filing necessary, if any, to make payments under
the  Agreement  by  the  Lessee  in  Dollars  outside Spain has been made and no
further  requisites  or documents or payments are necessary to allow and require
Lessee  to  remit  the  United  States  Dollars  abroad  to  Lessor.
15.     The  Spanish  banking  system  will  release all Rent payments to Lessor
pursuant  to  the  Agreement  without  any  withholding  of  any  such  monies.
16.     Any  and all permits, documents, registrations, licenses, authorizations
and  the like that are required by Applicable Law to allow Lessee to operate the
Aircraft  as contemplated by the Transaction Documents ("collectively Licenses")
and  capable  of being obtained prior to delivery of the Aircraft to Lessee have
been  issued,  obtained,  received  and are valid and are listed in Section A of
Annex  I  attached  hereto.  The remaining such Licenses, which are, pursuant to
Applicable  Law, capable of delivery by Lessee to Lessor only on delivery of the
Aircraft  by  Lessor  to  Lessee,  are listed in Section B of Annex I and [shall
be/were]  delivered  on  the  date  that  the aircraft is delivered by Lessor to
Lessee  and  are  valid.

17.     Lessor  and  Lender  are  hereby entitled to rely upon this opinion with
respect  to  the  Agreement.

18.     Any  and  all  obligations  contained in the Agreement are in compliance
with  the  regulatory  and  legal  requirements  of  Aviation  Authority.

19.     The  Lessee  is  subject  to  civil  commercial  law with respect to its
obligations  under  the  Agreement.  Neither the Lessee nor any of its assets is
entitled  to  any  right of immunity, sovereign or otherwise, and the entry into
and  performance  of  this  Agreement  by  the  Lessee  constitute  private  and
commercial  acts,  enforceable  by  their  terms  and conditions against Lessee.

     The  above  opinions  are  subject  to  the  following  qualifications:

a.     Under  Spanish  law,  the  Agreement has to be registered in the Aircraft
Registry  ("Registro de Matricula de Aeronaves") of the DGAC after signature and
delivery.  For  the  purposes  of  such  registration,  the  Agreement  must  be
previously  filed  with the Spanish tax authorities to obtain the exemption from
Stamp  Duty  Tax  ("Impuesto  de  Transmisiones  Patrimoniales y Actos Juridicos
Documentados").  The  Lessor's  ownership  of  the  Aircraft is capable of being
identified  in  the  said  Registry.

Spanish  aircraft  must also be registered at the Commercial Registry.  For such
purposes,  however,  only  aircraft  owned  by or leased to individuals or legal
entities  of  Spanish  citizenship  have  access  to  the  Commercial  Registry.

b.     Spanish  exchange  control  provisions  mandate  that  certain  formal
requirements  are  complied  with  by  Lessee  when  making payments abroad.  In
essence,  Lessee would have to communicate to the bank effecting the transfer of
funds  the  reason  of  the  payment.  If  payment  is made in cash or by bearer
cheques,  then  the  Spanish  exchange  control  authorities need to be informed
before  exporting  the  monies  or  payment  instruments.  Infringement of these
provisions  is  subject  to  economic  fines.

c.     The Power of Attorney referenced in  3.1.15 of the Agreement will have to
be  executed  and  legalized before a Notary Public.  If executed in Spain, then
the  form of such Power of Attorney will have to be slightly amended to adapt it
to  the  formal  requirements  of  Spanish  law.  Such  requirements  relate  to
providing the Notary details of the signatory and the company granting the power
as well as sufficient evidence on the signatory's authority to bind the company.

d.     Any  amounts  payable  by  Lessee  to Lessor are subject to the Treaty to
Avoid  Double  Taxation  executed between the United States of America and Spain
and  Spanish  implementation legislation as regards potential withholding taxes.
We  understand  that  Lessee  intends  to  operate  the Aircraft mainly in Spain
(rather  than  in  international flights), so that the withholding applicable to
royalty  payments  foreseen  under  Article  12.2  of  the  said Treaty would be
applicable  on  rental  payments  (including  all items included as Supplemental
Rent,  such  as  Maintenance  Reserves).  Furthermore, there is some case law to
suggest  that the Spanish tax authorities might try to levy a withholding tax on
interest  payments  for  overdue  amounts.

e.     The  validity,  enforceability  and  binding  nature  of  the Transaction
Documents  may  be  limited,  at  a  certain  moment  in time, by application of
bankruptcy,  insolvency,  suspension  of  payments,  moratorium,  arrangement,
winding-up,  expropriation  and other similar laws of Spain affecting the rights
and  remedies  of  creditors.

f.     Under  Spanish  law, the ability to make claims may be prescribed after a
period  of  time  or  may  be  or  become  subject to the defences of set-off or
counterclaim.  As  a  general  rule, under Spanish law personal actions (such as
those  arising  under  the  Lease) must be brought within 15 years from the date
they could first be exercised (for instance, in the event of breach of contract,
from  the date on which the breach occurs).  However, article 1,966 of the Civil
Code establishes a five-year period for actions arising out of real estate lease
agreements  ("fincas").  Since  certain  other  provisions  of Spanish law might
provide arguments to support an analogous application of the said article to the
Lease,  it  would  be  advisable to respect this period of 5 years if the Lessor
decides  to  file  a  claim  under  the  Lease.

g.     In  Spain,  to  make  documents executed in a foreign language admissible
evidence  before  Spanish  courts,  translations  (under  certain  circumstances
certified  by  a  sworn  translator)  of  these  documents  are  required.

h.     Before  a  Spanish Court, the scope of a choice of New York law clause is
subject  to  the  limitations  provided  for  in the 1980 Rome Convention on Law
Applicable  to  Contractual  Obligations, and particularly in its articles 7 and
16.

i.     Any  judgment  for a definite sum given by the State or Federal courts of
New York against Lessee could be recognized and enforced in Spain subject to the
requirements  and  restrictions of the 1881 Spanish Law of Civil Procedure.  The
aforementioned  Spanish Law and its interpretation by the Spanish Supreme Court:

a.     Includes a reciprocity requirement which would be normally satisfied by a
State  or  Federal  New  York  Court's  judgment.

                    b.     Allows  the  rejection  of  the  recognition  and
enforcement  of  a  foreign judgment if the contacts with Court of origin to the
case  submitted  to  such  Court  were  not  sufficient.  The  test  is normally
satisfied  when the foreign court of origin is the court to which the parties to
a  contract  have  voluntarily  submitted.

                    c.     Allows  the  rejection  of  the  recognition  and
enforcement  of  a  foreign  judgment  contrary  to  forum public policy ("ordre
public").  Damages granted by the court of origin when considered excessive from
the  point  of  view  of  Spanish  law  may  be  grounds  for non-recognition or
non-enforcement.

          d.     Allows  the  rejection  of the recognition and enforcement of a
foreign judgment contrary to the due process clause of the Spanish law.  Service
of  process  in a manner not provided for in an international Treaty when such a
Treaty  is of application may be grounds for non-recognition or non-enforcement.

          This  opinion  is  rendered solely for the benefit of the adressees in
connection  with  the  transactions  referred  to  herein  and  may not be used,
circulated,  quoted or referred, or otherwise relied upon by any other person or
for  any  other  purpose without our prior written consent.  Notwithstanding the
foregoing,  the  adressees  may  furnish  this  opinion  to  the  addressees's
professional  advisers,  and/or  to  Lenders without obtaining our prior written
consent, for the purposes of seeking the advice of such professional advisers in
respect  of  matters  referred  to in this opinion and/or in connection with any
legal  proceedings  which may be initiated on behalf of the addressees or any of
them.
               Very  truly  yours,

[Cygnus'  Chief  Legal  Counsel  and  Cygnus'  Outside  Legal  Counsel]


SCHEDULE  5  --  ANNEX  I

LIST  OF  DOCUMENTS  PURSUANT  TO  SECTIONS  3.1.4.  &  3.1.10

A:  "Licenses"  Delivered  to  Lessor:

1.     AIRCRAFT  OPERATIONS  CERTIFICATE  JAR-OPS1

2.     MAINTENANCE  APPROVAL  STATUS

3.     EN-ROUTE  BASIC  RNAV  OPERATIONAL  APPROVAL  (EC-EMD)

4.     EN-ROUTE  BASIC  RNAV  OPERATIONAL  APPROVAL  (EC-EMX)

5.     APPROVAL  CERTIFICATE  JAR-145  MAINTENANCE  ORGANIZATION

6.     OPERATING  LICENSE  RENEWAL

7.     AUTHORIZATION  FOR  TRANSPORT  OF  HAZARDOUS  GOODS

8.     AUTHORIZATION  FOR  MNPS  OPERATION  OF  AIRCRAFT EC-EMD BELONGING TO THE
COMPANY  CYGNUS  AIR,  S.A.

9.     AUTHORIZATION  FOR  MNPS  OPERATION  OF  AIRCRAFT EC-EMX BELONGING TO THE
COMPANY  CYGNUS  AIR,  S.A.

10.     PRESENTATION  OF  DC8-73F  S/N  46133  MAINTENANCE  PROGRAM

11.     APPLICATION  FOR  ACCEPTANCE  OF  IMPORTED  AIRCRAFT

12.     REQUEST  OF  INSPECTORS'  DESIGNATION

B.  "Licenses"  [to be] delivered to Lessor by Lessee on delivery of Aircraft to
Lessee  by  Lessor:

1.     TEMPORARY  VALIDATION  OF  AIRWORTHINESS  CERTIFICATE

2.     TEMPORARY  APPROVAL  OF  RADIO  STATION  LICENSE

3.     TEMPORARY  APPROVAL  OF  MAINTENANCE  PROGRAM

4.     TEMPORARY  APPROVAL  OF  "AIRCRAFT  CHARACTERISTICS  SHEETS"

5.     TEMPORARY  APPROVAL  OF  NOISE  LEVEL  CERTIFICATE

6.     ACCEPTANCE  OF  IMPORTED  AIRCRAFT



SCHEDULE  6  --  FORM  OF  MONTHLY  STATUS  REPORT



AIRCRAFT  TYPE     REG.  MARK     SERIAL  NO.     MONTH  ENDING

DC8-73F             46133


1.     AIRCRAFT  UTILIZATION:

(a)     Airframe  Total  Flight  Hours

(b)     Airframe  Total  Cycles

(c)     Airframe  Flight  Hours  for  Month

(d)     Airframe  Flight  Cycles  for  Month

(e)     Period  of  time  since  last  Airframe  overhaul

2.     POWERPLANT STATUS:          No.1          No.2          No.3          No.
4


(a)     Serial  Nos.  of  Delivered  Engines     [#]          [#]          [#]
[#]

(b)     Serial  Nos.  of  Replacement  Engines                       .
(if  applicable)

(c)     Serial  Nos.  of  Installed  Engines                  .
(if  different  from  (a)  or  (b)  above)

(d)     Current  Location  of  Delivered  or                  .
Replacement  Engines  (as  applicable)
(if  not  installed  on  Airframe)

(e)     Total  Time  Since  New  of  Delivered
or  Replacement  Engines  (as  applicable)

(f)     Total  Cycles  Since  New  of  Delivered
or  Replacement  Engines  (as  applicable)

(g)     Total  Flight  Hours  for  the  Month  for
each  Delivered  or  Replacement  Engine
(as  applicable)

(h)     Total  Cycles  for  the  Month  for  each
Delivered  or  Replacement  Engine
(as  applicable)

(i)     Period  of  time  since  last  overhaul  for
each  Engine  or  Replacement  Engine.

(j)     Cycles  remaining  to  next  Life  Limited
Part  Replacement


3.     LANDING  GEAR  STATUS:

(a)     Serial  No.  of  Delivered  Landing  Gear

(b)     Serial  No.  of  Replacement  Landing  Gear
(if  applicable)

(c)     Serial  No.  of  Installed  Landing  Gear
(if  different  from  (a)  or  (b)  above)

(d)     Current  Location  of  Delivered  or
Replacement  Landing  Gear  (as  applicable)
(if  not  installed  on  Airframe)

(e)     Total  Time  Since  New  of  Delivered
or  Replacement  Landing  Gear  (as  applicable)

(f)     Total  Cycles  Since  New  of  Delivered
or  Replacement  Landing  Gear  (as  applicable)

(g)     Total  Hours  for  the  Month  for
Delivered  or  Replacement  Landing  Gear
(as  applicable)

(h)     Total  Cycles  for  the  Month  for
Delivered  or  Replacement  Landing  Gear
(as  applicable)




4.     COMPONENTS:                    [Component]  [Component]  [Component]
[Component]

     Period  of  time  since  last  overhaul of             .                  .
     each  listed  component

5.     ROUTINE  CHECKS  /  A.D.  AND  S.B.  COMPLIANCE:

(a)     Routine  Checks  (A  and  above)  performed  during  Month:


(b)     Airworthiness  Directives  complied  with  during  Month:


(c)     Service  Bulletins  complied  with  during  Month:


6.     AIRCRAFT  DAMAGE  OR  ENGINE  CHANGES:

Details  of any repairs carried out to the Aircraft beyond SRM limits and Engine
changes,  giving  reasons  for  repair  or  change:


7.     UPCOMING  MAINTENANCE  CHECKS

(a)     Maintenance  Checks  (C  segment  and above) scheduled or expected to be
performed  on  the  Airframe  during  the  next  12  months:


(b)     Scheduled  shop visits or heavy maintenance visits scheduled or expected
to  be  performed  on  the  Engines  during  the  next  12  months:


(c)     Overhauls,  or replacements scheduled or expected to be performed on the
Landing  Gear  during  the  next  12  months:



Date:  ___________,  20__     CERTIFIED  FOR  AND  ON BEHALF OF      Cygnus Air,
S.A.



By:_______________________________
Name:
Title:

SCHEDULE  7  --  BASIC  RENT,  DEPOSIT,  AGREED  VALUE,
MAINTENANCE  RESERVES


A.   Basic  Rent:     The  Basic  Rent  shall  be  $120,000.

B.   Deposit:     (i)  The total amount of $330,000 previously paid by Lessee to
Lessor  pursuant  to  the  terms  of  a  Letter of Intent, dated March 14, 2002,
between  the  Lessor  and  Lessee.

C.  Agreed Value: $12,500,000.00.  This figure shall be increased to reflect the
amounts  of  all  Lessor investments on or after the Delivery Date.  Such Lessor
investments  shall  include,  but not be limited to, Lessor Contributions in the
Aircraft that (1) result in installation of equipment or systems on the Aircraft
of  a  type that was not previously installed on the Aircraft and (2) consist of
individual airworthiness directives that result in Lessor contributing an amount
equal  to  or exceeding $100,000.00 for each such airworthiness directive.  Such
adjusted  Agreed Value shall also be decreased on each annual anniversary of the
Delivery  Date  by  $500,000.

D.  Maintenance  Reserves:  Lessee  shall  pay  to  Lessor Maintenance Reserves,
based  on Lessee's use of the Aircraft during the Term, in the following amounts
per  Flight  Hour or Cycle, as the case may be, (individually, "Airframe C-check
Reserves,"  "Airframe  "E"  Check  Reserves,"  "Engine  Refurbishment Reserves,"
"Engine  LLP  Reserves,"  and "Landing Gear Reserves," collectively "Maintenance
Reserves"):



Total  Maintenance  Reserves  for  the  Aircraft  are  as  follows


Airframe  "C"  Check       Airframe  "E"  Check       Engine  Refurbishment
Engine  LLP  Reserves  (per
Reserves  (or  C-check)       Reserves  (or  D-Check       Reserves  (per flight
cycle  per  Engine  when  the
Equivalent) (per Airframe       equivalent) (per            Hour per Engine when
Engine  is  used  on  the
Flight  Hour)            Airframe  Flight  Hour)       the Engine is used on the
Aircraft or another aircraft)                                Aircraft or another
aircraft

$  as  below  in  this
Schedule  7, Section D       $53.00                 $175.00               $75.00





Landing  Gear  Reserves
(per  Airframe  Flight  Hour)

$6.00


The  Airframe  "C"  Check  Reserves  rate will be the average of the cost of the
delivery  "C"  Check  required  pursuant to Schedule 3 and the cost of the first
Airframe  "C" Check overhaul required pursuant to this Agreement during the Term
divided by the Manufacturer's recommended program DC8 OAMP "E" Check interval of
2,500  FHs.  Lessee's  obligation  to pay Airframe "C" Check Reserves will begin
after  completion  of  the  first  Airframe  "C"  Check  after the Delivery Date
performed  by  the  Agreed  Maintenance  Performer.

If,  on  the  anniversary  date  of  the  Delivery  Date during the Term and the
following  anniversaries  or  on the Expiry Date, the hour to cycle ratio for an
Engine, for the year preceding such anniversary date, deviates from the ratio of
2.16-2.34:1  for  such  year  (or portion of such year in the year of the Expiry
Date),  Lessee  shall  be  entitled  to a credit against future payments to such
Engine's  Engine  Refurbishment  Reserves  or  shall make additional payment, as
additional  Rent, to the Engine Refurbishment Reserves for such Engine according
to  the  following:

(1)     if  the  hour  to  cycle  ratio  is equal to or exceeds 2.45:1, Lessee's
obligations  for  Engine  Refurbishment  Reserves  for  such Engine for the year
preceding such anniversary date at issue (or portion of such year in the year of
the  Expiry  Date),  shall  be  adjusted to $161 for each Flight Hour and Lessee
shall,  so long as no Default or Event of Default has occurred, be entitled to a
credit  against  future  reserves in the amount of the adjusted reserves for the
prior  year;

(2)     if  the  hour  to cycle ratio is equal to or exceeds 2.35:1, but is less
than  2.45:1,  Lessee's  obligations  for Engine Refurbishment Reserves for such
Engine for the year preceding such anniversary date at issue (or portion of such
year  in the year of the Expiry Date), shall be adjusted to $168 for each Flight
Hour  and  Lessee shall, so long as no Default or Event of Default has occurred,
be  entitled  to  a credit against future reserves in the amount of the adjusted
reserves  for  the  prior  year;

(3)     if  the  hour  to  cycle  ratio is equal to or lower than 2.15:1, but is
greater  than 2.05:1, Lessee's obligations for Engine Refurbishment Reserves for
such Engine for the year preceding such anniversary date at issue (or portion of
such  year  in  the year of the Expiry Date), shall be adjusted to $183 for each
Flight  Hour  and  Lessee shall pay the shortfall of such Reserves for the prior
year  based  on  such  adjusted  Reserves  amount;  and,

(4)     if  the  hour  to cycle ratio is equal to or lower than 2.05:1, Lessee's
obligations  for  Engine  Refurbishment  Reserves  for  such Engine for the year
preceding such anniversary date at issue (or portion of such year in the year of
the  Expiry  Date),  shall  be  adjusted to $192 for each Flight Hour and Lessee
shall  pay  the  shortfall  of  such  Reserves  for the prior year based on such
adjusted  Reserves  amount.

The  above  calculations  will  be  made within ten (10) days of the end of each
anniversary  year of the Term and on the Expiry Date and any required additional
Rent will be due and payable by Lessee on the date on which the next Maintenance
Reserves  payment  is  due  following  such  calculation  period.  However,  any
reasonable  failure  by  Lessee  to  demand  an  offset  or  to  make  the above
calculations  (although  payment  by  Lessee  must  be  timely  made)  shall not
constitute  a  waiver  of  Lessee's rights to such Engine Refurbishment Reserves
offset(s)  and any failure by Lessor to demand any payment for additional Engine
Refurbishment  Reserves  (although Lessor is not required to make any demand for
payment)  or  make  any  calculation  shall  not constitute a waiver of Lessor's
rights  to  such  payment(s).

Provided no Default or Event of Default has occurred, all conditions required in
Schedule  4  are  met,  and  Lessee will have no further monetary obligations to
Lessor  pursuant  to  this  Agreement,  any outstanding credits pursuant to this
Schedule 7 or Section 5.11.2 of this Agreement due to Lessee for future payments
at  the  time of redelivery of the Aircraft shall be paid by Lessor to Lessee in
monetary  amounts  equal  to  such credits less any costs, expenses and/or other
amounts  due  to Lessor from Lessee pursuant to this Agreement.  Such payment(s)
by  Lessor,  if  any,  shall  be  paid  on  the  later of 30 Business Days after
redelivery  of  the  Aircraft  or  the  first  date on which any and all pending
indemnification  and/or other claims against Lessee by Lessor and/or Lender have
been  satisfied.

For purposes of clarification, a separate accounting shall be made for each type
of  maintenance  Reserves, and the Maintenance Reserves may not be pooled in any
manner.

For  further  purposes of clarification, a separate accounting shall be made for
the  Engine  Refurbishment  Reserves  for  each  Engine  and  for the Engine LLP
Reserves  for each Engine and no Engine Refurbishment Reserves and/or Engine LLP
Reserves  may  be  pooled  in  any  manner.



SCHEDULE  8  -  LESSOR  CONTRIBUTIONS

In  accordance with Section 7.6, and provided no Default or Event of Default has
occurred,  the  Lessor  shall  make  each  applicable  Lessor  Contributions, as
follows:

if  (i)  the  Aircraft shall be subject to any FAA airworthiness directive which
requires  compliance  by  a  terminating action during the Term, (ii) the Lessee
shall  have caused compliance with such FAA airworthiness directive to have been
duly effected, and (iii) the Lessee's parts and labor expense for performance of
such  FAA  airworthiness  directive  shall  have  exceeded seventy five thousand
dollars  ($75,000.00), Lessor shall reimburse the Lessee, after Lessor's receipt
of  appropriate  invoices  together with any supporting documentation reasonably
requested  by  and  satisfactory  to  Lessor,  for  a  portion  of  the costs of
compliance  with  such  FAA  airworthiness directive determined as follows.  The
first  seventy  five  thousand  dollars  ($75,000.00)  of  such expense for each
airworthiness  directive  shall be the sole responsibility of the Lessee ("Floor
Amount").  Any  excess  shall  be  prorated,  with  the Lessor's liability being
determined  by  the  following  formula:

                              R  =  24  x  C
                                     24  +  M

"R"  means the portion of the actual cost of parts and labor for compliance with
such  FAA  airworthiness  directive  to  be  reimbursed  to  Lessee;

"M"  equals  the number of calendar months between the date of actual compliance
with  the  FAA  airworthiness  directive  and  the  date representing the second
anniversary  of  the  Delivery  Date.

"C"  means  the  actual  cost of parts and labor (at normal commercial labor and
material  rates) over and above the Floor Amount, at the normal commercial labor
charge  rates,  plus  reasonable  cost  of  materials.

For purposes of this Schedule 8, the cost of a FAA airworthiness directive shall
not  include  maintenance  expense  required by or otherwise incorporated in the
Maintenance  Program  notwithstanding  any  AD.


SCHEDULE 9-- FORM OF IRREVOCABLE POWER OF ATTORNEYS AND IRREVOCABLE INSTRUCTIONS

Form  of  Power  of  Attorney


CYGNUS AIR, S.A., a company duly established in accordance with the law of Spain
with  its  registered  office  at  c/  Aguetol,  7,  28042 - Madrid, Spain, CIF:
A-80946320,hereby  irrevocably  appoints  [U.S. Bank National Association ("U.S.
Bank")]  [United  Bank  of Kuwait PLC ("UBK")] [Mr(including personal data)and
Ms],  as its attorneys, so that the aforementioned attorneys or any of them may
take,  with  respect  to  the DC8-73F aircraft, Manufacturer's Serial No: 46133,
Equipped  with  four  (4)  related  CFM International, Inc. 56-2C1 Engines (such
aircraft  and  all  such  engines  collectively  the "Aircraft"), which has been
leased  to  CYGNUS  AIR,  S.A. by virtue of a Lease Agreement dated June__, 2002
("Lease  Agreement")  and  with respect to the Lease Agreement and the "Aircraft
Documents"  (as  such  term is defined in the Lease Agreement), may take, in the
name  and  on  behalf  of  CYGNUS  AIR,  S.A.,  the  following  actions:

1.     To perform any act or grant any consent or document to permit [U.S. Bank,
Ms.  ____,  Mr._____  and/or  Mr.  _____][UBK, Mr. _______, and/or Mr._____], to
recover possession of and to use the Aircraft; as well as to initiate and follow
any  necessary  procedures before the Spanish authorities and courts in order to
export  the Aircraft and Aircraft documents from Spain and to cause the Aircraft
to  be  de-registered from the Spanish Aircraft Registry ("Registro de Matricula
de  Aeronaves")  and,  if  applicable,  from  the  Mercantiles  Registry  upon
termination  of  the  Lease  Agreement.

2.     In the exercise of the rights mentioned in the preceding paragraph, which
are  granted  without any limitation or restriction, to make any declarations or
statements  to  apply for any authorization, permits and/or consents, to pay any
taxes  and  to sign any public or private documents or applications which may be
consider  necessary  or  appropriate  for  the  most  complete  and  efficient
performance  of  such  faculties.

3.     To  delegate, in full or in part, the powers conferred hereby in favor of
one  or  more  individuals acting as agent(s) or representative(s) for the above
appointed  attorneys  or  any  of  them.

CYGNUS  AIR,  S.A.,  hereby  agrees to confirm and ratify if so requested by the
attorneys  each and every action taken by any person in reliance upon this power
of  attorney  and  to  indemnify  each  such  person against any and all claims,
proceedings,  losses,  liabilities, suits, judgments, costs, expenses, penalties
or  fines  (each a "Claim"), that arise out of the use of this power of attorney
but  excluding  Claims  arising  as  a  result  of  willful  misconduct or gross
negligence  by  such persons. In any event, any action taken under this power of
attorney  shall  comply with any requirements set forth by the Spanish civil air
authorities  and  by  any  applicable  regulation.

This  Power  of Attorney is expressed to be irrevocable and is granted by virtue
of  the  above-mentioned  Lease  Agreement existing between U.S. Bank and CYGNUS
AIR,  S.A.  and  will  be  governed  by  the  laws  of  Spain.

Cygnus  Air,  S.A.

By:__________________________________
Name:
Title:
STATE  OF  ________     )
)ss:
COUNTY  OF  ______     )

The  foregoing  Lease Agreement was acknowledged before me as of the ____ day of
__________, 2002 by __________ as __________ of __________.  She/He has produced
as  identification:  _____________.
In Witness Whereof, I have hereunto set my hand and seal in the State and County
aforesaid.
Notary  Public
State  of  _____
Commission  or  Serial  No.:
My  Commission  Expires:
[Seal]


Modelo  de  poder

CYGNUS  AIR,  S.A.,  sociedad v lidamente constituida y existente de acuerdo con
las  leyes  de  Espa  a,  con  domicilio  social  en Aguetol, 7, Madrid, Espa a,
confiere poder especial irrevocable, tan amplio y suficiente como en Derecho sea
necesario,  en  favor  de  [U.S. Bank National Association, con domicilio en 180
East  Fifth Street, St. Paul, Minnesota 55101] [The United Bank of Kuwait, PLC.,
con  domicilio  en  7  Baker  Street,  Londres W1U 8EG, Inglaterra], as  como de
[D.__,  de  nacionalidad  estadounidense,  con n mero de pasaporte__], [D.__, de
nacionalidad  estadounidense,  con  n  mero  de  pasaporte__],  y  de  [D.__, de
nacionalidad  espa  ola,  con n mero de DNI __] y de [D.__, de nacionalidad espa
ola,  con  n  mero de DNI __] a fin de que, indistintamente, la citada sociedad,
actuando  a  trav  s  de  sus  representantes  legales  o  personas  debidamente
apoderadas  al efecto, o cualquiera de las personas f sicas se aladas, pueda, en
relaci n con la aeronave DC8-73F Aircraft, N mero de Serie de Fabricante: 46133,
equipada  con  cuatro  (4)  motores  CFM  International,  Inc. 56-2C1 (la citada
aeronave y sus motores, conjuntamente denominada como la "Aeronave"), la cual ha
sido  arrendada  a CYGNUS AIR, S.A. en virtud de un Contrato de Arrendamiento de
fecha  21  de  junio  de 2002 ("Contrato de Arrendamiento") y en relaci n con el
Contrato  de  Arrendamiento  y  con  los  "Documentos  de la Aeronave" (seg n se
definen  en  el  Contrato de Arrendamiento), actuando solidariamente en nombre y
representaci  n  de  CYGNUS  AIR,  S.A.,  realizar  las  siguientes actuaciones:

1.     Llevar  a  cabo  cualquier actuaci n u otorgar cualquier consentimiento o
documento  para  permitir a [U.S. National Bank Association][ The United Bank of
Kuwait,  PLC]  recuperar  la posesi n y utilizar la Aeronave; as  como iniciar y
seguir  cualesquiera procedimientos necesarios ante las autoridades y tribunales
espa oles para exportar la Aeronave y los Documentos de la Aeronave de Espa a, y
cancelar  la inscripci n de la misma en el Registro de Matr cula de Aeronaves y,
en  su  caso,  en  el  Registro  Mercantil a la terminaci n de dicho Contrato de
Arrendamiento.

2.     En el ejercicio de las facultades conferidas en el apartado anterior, que
se  otorgan  sin  limitaci  n  o  restricci  n  de  ninguna  clase, realizar las
gestiones,  declaraciones  y  manifestaciones para solicitar las autorizaciones,
permisos  y/o verificaciones, realizar cualesquiera pagos de tributos, y otorgar
los  documentos p blicos o privados que sean necesarios o convenientes para la m
s  completa  y  eficaz  ejecuci  n  de  las  citadas  facultades;  y

3.     Delegar, en todo o en parte, los poderes aqu  conferidos a favor de uno o
m  s apoderados actuando como agentes o representantes de todas las personas aqu
apoderadas  o  de  alguna  de  ellas.

CYGNUS  AIR,  S.A.  se  compromete  a  confirmar y ratificar, a requerimiento de
cualquiera  de  los  apoderados,  toda  actuaci  n  llevada a cabo por cualquier
persona  en el uso de este poder e indemnizar a las mismas frente a cualesquiera
reclamaciones,  procedimientos,  p  rdidas,  responsabilidades,  demandas,
sentencias,  costes,  gastos,  penas o multas (cada uno de ellos, una "Reclamaci
n"),  que  se  pudieran  derivar  del  uso  de  este  poder,  pero  excluyendo
Reclamaciones  derivadas  de la conducta dolosa o gravemente negligente de tales
apoderados.  En  todo caso deber n seguirse en el cumplimiento de las facultades
otorgadas  todos  los  requisitos  y exigencias que las autoridades aeron uticas
espa  olas  y  la  legislaci  n  aplicable  establezcan  en  su  caso.

Este  poder  tiene el car cter de irrevocable y se otorga en base al contrato de
arrendamiento  de  aeronave  antes  se  alado existente entre U.S. Bank National
Association y CYGNUS AIR, S.A. Este poder se regir  por la legislaci n espa ola.

Cygnus  Air,  S.A.
P.p.



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