THIS  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 ORIGINAL
EXECUTED COUNTERPART CONTAINING THE RECEIPT EXECUTED BY LESSOR OR, IF LESSOR HAS
ASSIGNED  ITS  RIGHTS  TO A THIRD PARTY IN ACCORDANCE WITH THIS LEASE AGREEMENT,
SUCH  THIRD  PARTY  ON  THE  SIGNATURE  PAGE  OF  THIS  LEASE  AGREEMENT.



                                 LEASE AGREEMENT

                               dated __ June, 2001

                                     between

                         INVESTORS ASSET HOLDING CORP.,
     AS  OWNER  TRUSTEE
     (Lessor)

     -  and  -

     AEROVIAS  DE  MEXICO,  S.A.  DE  C.V.
     (Lessee)
     ___________________________________

     -  relating  to  -
     Boeing/McDonnell  Douglas  MD-87
     Manufacturer's  Serial  No:  49587
     U.S.  Registration  No.:  N753RA
     _____________________________________


EXECUTION  COPY
M73918.7
========


<PAGE>
i


     TABLE  OF  CONTENTS
<TABLE>
<CAPTION>

<S>     <C>                                              <C>

CLAUSE  PAGE

1.      DEFINITIONS and INTERPRETATION                    1
1.1.    Definitions                                       1
1.2.    Interpretation                                   12

2.      REPRESENTATIONS and WARRANTIES                   13
2.1.    Lessee's Representations and Warranties          13
2.2.    Lessee's Further Representations and Warranties  14
2.3.    Repetition                                       15
2.4.    Trustee's Representations and Warranties         15
2.5.    Lessor's Representations and Warranties          16
2.6.    Repetition                                       17

3.      CONDITIONS PRECEDENT                             17
3.1.    Lessor's Documentary Conditions Precedent        17
3.2.    Lessor's Other Conditions Precedent              18
3.3.    Lessor's Waiver                                  19
3.4.    Lessee's Conditions Precedent                    19

4.      COMMENCEMENT                                     20
4.1.    Leasing                                          20
4.2.    Delivery                                         20
4.3.    Delivery Inspection                              20
4.4.    Acceptance and Risk                              20

5.      PAYMENTS                                         21
5.1.    Rental Periods                                   21
5.2.    Basic Rent                                       21
5.3.    Extension Option                                 21
5.4.    Payments                                         21
5.5.    Gross-up                                         22
5.6.    Taxation                                         22
5.7.    Information                                      23
5.8.    Taxation of Indemnity Payments                   24
5.9.    Default Interest                                 25
5.10.   Contest                                          25
5.11.   Verification                                     27
5.12.   Forms                                            28
5.13.   Absolute                                         28
5.14.   Deposit                                          29

6.      MANUFACTURER'S WARRANTIES                        30
6.1.    Assignment                                       30
6.2.    Proceeds                                         30
6.3.    Parts                                            30
6.4.    Agreement                                        30

7.      LESSOR'S COVENANTS and DISCLAIMERS               30
7.1.    Quiet Enjoyment                                  30
7.2.    Registration and Filings                         30
7.3.    Exclusion                                        30
7.4.    Lessee's Waiver                                  30
7.5.    Adverse Tax Change                               30
7.6.    Lessee's Confirmation                            30
7.7.    Lessor Contribution                              30

8.      LESSEE'S COVENANTS                               30
8.1.    Duration                                         30
8.2.    Information                                      30
8.3.    Lawful and Safe Operation                        30
8.4.    Taxes and Other Charges                          30
8.5.    Sub-Leasing                                      30
8.6.    Inspection                                       30
8.7.    Protection of Title                              30
8.8.    General                                          30
8.9.    Records                                          30
8.10.   Registration and Filings                         30
8.11.   Maintenance and Repair                           30
8.12    Removal of Engines and Parts                     30
8.13.   Installation of Engines and Parts                30
8.14    Non-Installed Engines and Parts                  30
8.15.   Pooling of Engines and Parts                     30
8.16.   Equipment Changes                                30
8.17.   Title to Parts                                   30
8.18    Third Parties                                    30

9.      INSURANCE                                        30
9.1.    Insurances                                       30
9.2.    Requirements                                     30
9.3.    Insurance Covenants                              30
9.4.    Failure to Insure                                30
9.5.    Continuing Indemnity                             30
9.6.    Application of Insurance Proceeds                30
9.7.    Additional Insurance                             30

10.     INDEMNITY                                        30
10.1.   General                                          30
10.2.   Mitigation                                       30
10.3.   Duration                                         30

11.     EVENTS OF LOSS                                   30
11.1.   Total Loss                                       30
11.2.   Requisition                                      30

12.     RETURN OF AIRCRAFT                               30
12.1.   Redelivery                                       30
12.2.   Final Checks                                     30
12.3    Final Inspection                                 30
12.4.   Non-Compliance                                   30
12.5.   Export Documentation                             30
12.6.   Acknowledgment                                   30

13.     DEFAULT                                          30
13.1.   Events                                           30
13.2.   Rights                                           30
13.3.   Repossession and Removal                         30
13.4.   Default Payments                                 30

14.     ASSIGNMENT and TRANSFER                          30
14.1.   No Assignment by Lessee                          30
14.2.   Lessor Assignment                                30
14.3.   Grants of Security Interests                     30
14.4.   Sale and Leaseback by Lessor                     30
14.5.   Further Acknowledgments                          30
14.6.   Certain Protections for Lessee's Benefit         30

15.     MISCELLANEOUS                                    30
15.1.   Waivers; Remedies Cumulative                     30
15.2.   Delegation                                       30
15.3.   Certificates                                     30
15.4.   Appropriation                                    30
15.5.   Currency Indemnity                               30
15.6.   Severability                                     30
15.7.   Remedy                                           30
15.8.   Expenses                                         30
15.9.   Time of Essence                                  30
15.10.  Notices                                          30
15.11.  Law and Jurisdiction                             30
15.12.  Sole and Entire Agreement                        30
15.13.  Indemnities                                      30
15.14.  Counterparts                                     30
15.15.  Confidentiality                                  30
</TABLE>




SCHEDULE  1     TERMINATION  VALUE

SCHEDULE  2     DESCRIPTION  OF  AIRCRAFT

SCHEDULE  3     CERTIFICATE  OF  ACCEPTANCE

SCHEDULE  4     CONDITION  AT  DELIVERY

SCHEDULE  5     OPERATING  CONDITION  AT  REDELIVERY

SCHEDULE  6     INSURANCE  PROVISIONS

SCHEDULE  7     FORM  OF  LEGAL  OPINION

SCHEDULE  8     FORM  OF  MONTHLY  STATUS  REPORT

SCHEDULE  9     BASIC  RENT  AND  DEPOSIT

SCHEDULE  9-A     FORM  OF  LETTER  OF  CREDIT

SCHEDULE  10     SUBSEQUENT  INVESTMENTS




<PAGE>
                                        2



                                 LEASE AGREEMENT


This  LEASE  AGREEMENT,  dated  ___  June,  2001  (this "Agreement"), is between
Investors  Asset  Holding  Corp.,  a  Massachusetts  corporation,  not  in  its
individual  capacity but solely as owner trustee pursuant to the Trust Agreement
(the "Lessor"), and Aerovias de Mexico, S.A. de C.V., a corporation formed under
the  laws  of  Mexico  (the  "Lessee").

                                    RECITALS:

(A)     The  Aircraft  is owned by Lessor and is subject to an Aircraft Security
Agreement  [49587] dated as of June __, 2001 (the "Security Agreement"), between
Lessor,  as  borrower,  and  General  Electric  Capital  Corporation, a New York
corporation  (the  "Agent"),  as  agent.

(B)     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  INTERPRETATIONDEFINITIONS  and  INTERPRETATION
       --------------------------------

1.1.     DefinitionsDefinitions
         -----------

In  this Agreement the following expressions 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.

AGENT  has  the  meaning  specified  in  Recital  A.

AGREED MAINTENANCE PERFORMER means the Lessee or any other reputable maintenance
organization  that  is experienced in maintaining aircraft and/or engines of the
same type as the Aircraft and the Engines, and duly certificated by the Aviation
Authority.

AGREED MAINTENANCE PROGRAM means the Lessee's current Maintenance Program (which
includes  the  adoption  of  MSG-3) as the same may be amended from time to time
with  the  approval  of  the  Aviation  Authority.

AGREEMENT  has  the  meaning  specified  in  the  preamble.

AIRCRAFT  means  the  aircraft  described  in  Part  l of Schedule 2 (which term
includes,  where  the context admits, a separate reference to all Engines, Parts
and  Aircraft  Documents).

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

AIRFRAME  means  the Aircraft, excluding the Engines and the Aircraft Documents.

AMR  means  American  Airlines,  Inc.

APU  means  (i)  the auxiliary power unit listed in Schedule 2, (ii) any and all
Parts,  so  long  as such Parts are incorporated in, installed on or attached to
such  auxiliary  power  unit  or so long as title to such Parts is vested in the
Lessor  in  accordance  with the terms of Clause 8.17(a) after removal from such
auxiliary  power  unit,  and  (iii)  insofar  as  the same belong to Lessor, all
substitutions,  replacements  or  renewals  from time to time made in or to such
auxiliary power unit or to any of the Parts referred to in clause (ii) above, as
required  or  permitted  under  this  Agreement.

AVIATION  AUTHORITY  means the FAA or, if the State of Registration ceases to be
the  United  States of America, 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  Clause  13.1.

BASIC  RENT  means  all  amounts  payable  pursuant  to  Clause  5.2.

BUSINESS  DAY  means  a day (other than a Saturday or Sunday) on which banks are
open for business in Mexico City (D.F.), Mexico, New York, New York, and Boston,
Massachusetts.

CERTIFICATE  OF  ACCEPTANCE  means a certificate in the form of Schedule 3 to be
completed  and  executed  by  the  Lessee  on  Delivery.

CINTRA  GROUP  AIRLINE  means (i) any airline, duly certificated by the aviation
authority  in its jurisdiction of incorporation, owned or controlled by or under
common  control  with Cintra, S.A. de C.V., a Mexican corporation, or any of its
Subsidiaries  or  (ii)  any  subsidiary  or  Affiliate  of  Lessee which is duly
certified  by  the  aviation  authority  in  its  jurisdiction of incorporation.

CLAIM  has  the  meaning  specified  in  Clause  10.1.

CPCP  has  the  meaning  specified  in  Clause  12.2.

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

DAMAGE  NOTIFICATION  THRESHOLD  means  $500,000.

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

DEFAULT  RATE  has  the  meaning  specified  in  Clause  5.9.

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  Acceptance  Certificate.

DELIVERY  LOCATION  means  Will  Rogers  World Airport, Oklahoma City, Oklahoma,
U.S.A.  or  any  other  location  mutually  agreed  by  Lessor  and  Lessee.

DEPOSIT  means the amount, or other security, set forth or specified in Schedule
9.

DGAC  means  the  Direccion  General  de  Aeronautica Civil of the Secretaria de
Comunicaciones  y  Transportes  of  Mexico.

DOLLARS  and  $  means  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  2,  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  Clause  8.17(a);

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 Clause 8.13(a) title to which has, or should have, passed to the
Lessee  in  accordance  with  Clause  8.17(c)  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  the Pratt & Whitney Division of United Technologies
Corporation.

EVENT  OF  DEFAULT  means  an  event  specified  in  Clause  13.1.

EXPIRY  DATE  means  the  day  preceding  the  numerically  corresponding  day
forty-eight (48) months after the Delivery Date, or, if the extension option has
been  elected  by  Lessee  pursuant  to  Clause 5.3, sixty (60) months after the
Delivery  Date  or  if  earlier  the  date  on  which:

(a)     the  Aircraft has been redelivered in accordance with this Agreement and
all  outstanding  obligations  of  Lessee  have  been  satisfied;  or

(b)     the Lessor receives the Termination Value following a Total Loss and any
other  amounts  then  due  and  owing  in  accordance  with  this  Agreement.

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.

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  Mexico  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.

     HEAD  LEASE  has  the  meaning  specified  in  Clause  14.4.

     HEAD  LESSOR  has  the  meaning  specified  in  Clause  14.4.

     IATA  means  the  International  Air  Transport  Association.

INDEMNITEES means Lessor, Trustee, any Lessor Lender, any Owner Participant, any
successors  and  permitted  assigns  of Lessor, Trustee or Owner Participant and
their  respective  shareholders,  members,  Affiliates,  partners,  contractors,
directors,  managers,  officers,  servants,  agents  and  employees.

LANDING  GEAR  means  the  landing  gear  assembly of the Aircraft excluding the
wheels  and  brake  units.

     LESSEE  has  the  meaning  specified  in  the  preamble.

     LESSOR  has  the  meaning  specified  in  the  preamble.

     LESSOR  CONTRIBUTION  has  the  meaning  specified  in  Clause  7.7.

LESSOR LENDER means (i) Agent, and any other lender for whom the Agent acts as a
security agent under the Security Agreement and related loan documents; and (ii)
any  other  Person to whom Lessor or Owner Participant grants a Mortgage for the
purpose  of any financing or refinancing to be accomplished by Lessor, any Owner
Participant  or any Affiliate thereof, and any Person that lends money to Lessor
and  for  whom  a  Mortgagee  holds  a  Mortgage and includes the successors and
permitted  assigns  of  such  Persons.

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

LESSOR  TAXES  means:

(a)     Taxes  imposed  or  to  the  extent  increased as a direct result of the
incorporation,  residence,  presence  or activities of the Lessor, Trustee, each
Lessor  Lender  or  Owner  Participant, as the case may be, in the jurisdictions
imposing  the liability unrelated to the Lessor's, Trustee's, Lessor Lenders' or
Owner  Participant's  dealings  with the Lessee pursuant to this Agreement or to
the transactions contemplated by this Agreement or the operation of the Aircraft
by  the  Lessee;

(b)     Taxes  imposed  on  the gross or net income, profits, receipts, capital,
franchises,  excess  profit  or  conduct  of  business  or  gains of the Lessor,
Trustee,  a  Lessor  Lender or Owner Participant, as the case may be, (i) by any
Government  Entity  in  the  jurisdiction  in which such Lessor, Trustee, Lessor
Lender or Owner Participant, as the case may be, is organized or incorporated or
in  which  it  has  its  principal  place of business, or (ii) by any Government
Entity  in  any other jurisdiction where the Lessor, Trustee, a Lessor Lender or
Owner  Participant, as the case may be, is liable for such Taxes other than as a
result  of  the  transactions  contemplated  by  this  Agreement;

(c)     Taxes  imposed  with respect to any period commencing or event occurring
before  the date of this Agreement or after the Expiry Date and unrelated to the
Lessor's,  Trustee's,  a Lessor Lender's or Owner Participant's, as the case may
be,  dealings  with the Lessee pursuant to this Agreement or to the transactions
contemplated  by  this  Agreement  during  such  period;

(d)     Taxes  imposed as a direct result of the initial sale of the Aircraft to
the  Lessor  or  as a result of the sale or other disposition by the Lessor, the
Trustee, a Lessor Lender or the Owner Participant, as the case may be, of all or
a  portion  of its interest in the Aircraft or this Agreement or any interest in
the  Lessor,  unless  such  sale  or  disposition occurs as a consequence of the
exercise  of  remedies  following  an  Event  of  Default;

(e)     Taxes  attributable  to  the  failure  of  the Lessor, Trustee, a Lessor
Lender  or  Owner  Participant,  as  the  case  may  be, to provide any forms or
certificates  reasonably  requested  by  the  Lessee;

(f)     Taxes  imposed  on  any  Lessor's, Trustee's, a Lessor Lender's or Owner
Participant's,  as the case may be, assignee (i) if such Tax would not have been
imposed  on the Lessor, Trustee, Lessor Lender or Owner Participant, as the case
may  be,  or  (ii)  to  the extent such Tax exceeds the Tax that would have been
imposed  on the Lessor, Trustee, Lessor Lender or Owner Participant, as the case
may  be;

(g)     Taxes  attributable  to  the  failure  of  the Lessor, Trustee, a Lessor
Lender  or  Owner Participant, as the case may be, to comply with certification,
information  or  reporting  requirements  or to file proper, accurate and timely
reports or returns to avail itself of any applicable extensions or exemptions in
(i)  their  respective  state  of incorporation or the state of their respective
principal  place  of  business  or  any other jurisdiction in which the relevant
Indemnitee  would  be  subject  to taxation with respect to its net income other
than  in  connection with this transaction and, or (ii) such other jurisdictions
as  Lessee  may  advise;

(h)     Taxes imposed in the nature of an intangible or similar tax upon or with
respect  to  the value of an interest of the Lessor, Trustee, a Lessor Lender or
Owner  Participant, as the case may be, in the Aircraft, Airframe, Engine or any
Part  thereof, or in the Agreement, except to the extent such Taxes arise in any
jurisdiction  as  a  result  of  the  use  or  operation  of the Aircraft or the
activities  of  the  Lessee  in  such  taxing  jurisdiction;

(i)     Taxes  which  arise  out  of  or  are  caused  by  (i) the breach of any
representation,  warranty  or covenant of such Lessor, Trustee, Lessor Lender or
Owner  Participant,  as the case may be, (ii) any act or omission of the Lessor,
Trustee, a Lessor Lender or Owner Participant, as the case may be, prohibited by
this Agreement, (iii) the gross negligence or willful misconduct of such Lessor,
Trustee, Lessor Lender or Owner Participant, or (iv) the existence of any Lessor
Liens;  and

(j)     Taxes  imposed  as  a  result  of  any  financing  or refinancing of the
Aircraft  undertaken  by  the  Lessor,  Trustee,  a  Lessor  Lender  or  Owner
Participant.

MAINTENANCE  PROGRAM  means  an  FAA  or Aviation Authority approved maintenance
program for the Aircraft 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.

MAJOR CHECKS means each of the MSG-3 packages P-1 through P-6, inclusive, as set
out  in the Agreed Maintenance Program, and any other heavy maintenance visit or
segment  thereof  suggested  for  commercial  aircraft  of the same model as the
Aircraft  by  its  Manufacturer.

MANUFACTURER  means  (i)  The  Boeing  Company,  as  successor by acquisition to
McDonnell  Douglas  Corporation,  and  (ii) prior to such acquisition, McDonnell
Douglas  Corporation.

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

MEXICO  means  the  United  Mexican  States.

MINIMUM  LIABILITY  COVERAGE  means  $750,000,000  combined  single  limit.

     MORTGAGE  has  the  meaning  specified  in  Clause  14.3.

     MORTGAGEE  has  the  meaning  specified  in  Clause  14.3.

     MSG-3  means  The  Boeing  Company's  "MSG-3"  Maintenance  Program.

OWNER  PARTICIPANT means, individually or collectively, as the case may require,
each  of American Income Fund I-C, a Massachusetts limited partnership, American
Income  Fund I-D, a Massachusetts limited partnership, American Income Fund I-E,
a Massachusetts limited partnership, AFG Investment Trust A, a Delaware business
trust,  AFG  Investment Trust B, a Delaware business trust, AFG Investment Trust
C,  a  Delaware  business trust, and AFG Investment Trust D, a Delaware business
trust,  in  each  case  having  an  address  c/o Equis Financial Group, 88 Broad
Street,  Boston,  MA  02110,  Attention:  Mr.  James  Coyne,  Telefax  No.:
+1-617-695-0596.

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
Clause  8.17(a),

but  excludes  any  such items title to which has, or should have, passed to the
Lessee  pursuant  to  Clause  8.17(c).

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  or  any  other  Indemnitee.

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  CREDIT  means  the  net  amount, if any, determined to be payable by
Lessor and due to Lessee pursuant to Schedule 5 after the return of the Aircraft
and  the  due  performance  of all other obligations then due in accordance with
this  Agreement.

REDELIVERY  LOCATION  means  Mexico  City  International  Airport, or such other
airport  in  the  continental  United  States  of America as may be specified by
Lessor.

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

RENT  DATE means the Delivery Date and the day after the last day of each Rental
Period  during  the  Term.

RENTAL  PERIOD  means  each  period  ascertained  in accordance with Clause 5.1.

SECURITY  AGREEMENT  has  the  meaning  specified  in  Recital  A.

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  Clause  11.1.

     SRM  has  the  meaning  specified  in  Clause  12.2.

STATE  OF  INCORPORATION  means  Mexico.

STATE  OF  REGISTRATION  means  the  United  States  of  America.

SUBSEQUENT  INVESTMENT  means each payment made or to be made by or on behalf of
the  Lessor  after  the  Delivery  Date  pursuant  to Clause 7.7 or Schedule 10.

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  accounting  principles  generally  accepted  under
accounting  standards  of  the  State  of  Incorporation;  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  Clause  8.8.

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 and Termination Value.

TAXES  means all present and future taxes, levies, imposts, duties or charges in
the  nature  of  taxes, whatever and wherever imposed, including customs duties,
value  added  taxes  or  similar  taxes and any franchise, transfer, sales, use,
asset,  business,  occupation, excise, personal property, stamp, income or other
tax  or  duty  imposed  by  any  national or local taxing or fiscal authority or
agency,  together  with  any  penalties,  additions  to  tax,  fines or interest
thereon.

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

TERMINATION  VALUE  means  on  any  date  the  amount set forth for such date in
Schedule  1.

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  Clause  14.2.

     TRANSFEREE  has  the  meaning  specified  in  Clause  14.2.

TRUST  AGREEMENT  means  the  Amended  and Restated "IAHC/RENO AIR 1996-1 Trust"
Trust  Agreement  dated  as  of  the  date  hereof between Trustee and the Owner
Participant  as  the  same  may  be  supplemented  from  time  to  time.

TRUSTEE  means Investors Asset Holding Corp., not in its individual capacity but
solely  as  owner  trustee,  a  Massachusetts corporation, whose chief executive
office  is  at 88 Broad Street, Boston, MA 02110, pursuant to a Trust Agreement,
with  Owner  Participant.

1.2.     InterpretationInterpretation
         --------------

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

i.     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  permitted  assignee;

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

iii.     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";

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

v.     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

vi.     a  Clause  or  a Schedule is a reference to a clause of or a schedule to
this Agreement, including any sub-clause or sub-part of such clause or schedule.

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



2.     REPRESENTATIONS  and  WARRANTIESREPRESENTATIONS  and  WARRANTIES
       --------------------------------

2.1.     Lessee's  Representations  and  WarrantiesLessee's  Representations and
         ------------------------------------------
Warranties

The  Lessee  represents  and  warrants  to  the  Lessor  as  follows:

a.     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.

b.     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.

c.     Legal validity:  This Agreement constitutes the Lessee's legal, valid and
       --------------
binding  obligation.

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

i.     conflict  with  any  laws  binding  on  the  Lessee;

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

iii.     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.

e.     Authorization:  All  authorizations,  consents and registrations required
       -------------
by,  and  all  notifications  to  be given by, the Lessee in connection with the
entry  into, performance, validity and enforceability of, this Agreement and the
transactions  contemplated  by  this  Agreement  have been (or will on or before
Delivery  have  been)  obtained,  effected or given (as appropriate) and are (or
will on their being obtained or effected be) in full force and effect, including
the  authorization  from  the DGAC to acquire the Aircraft on lease with foreign
registration  marks  and  to  incorporate  the  Aircraft  into  Lessee's  fleet;
provided,  that  within  thirty  (30)  days  after  the Delivery Date, a Spanish
           ----
translation  of  this  Agreement, together with a notarized copy of the original
English  version  of  this  Agreement,  shall  be  filed  with  the  DGAC.

f.     No  Immunity:
       ------------

i.     The  Lessee  is  subject  to  civil  commercial  law  with respect to its
obligations  under  this  Agreement.

ii.     Neither  the  Lessee  nor  any of its assets is entitled to any right of
immunity  and  the  entry  into  and performance of this Agreement by the Lessee
constitute  private  and  commercial  acts.

g.     Financial  Statements:  the  audited consolidated financial statements of
       ---------------------
the  Lessee  and  its  Subsidiaries  most  recently  delivered  to  the  Lessor:

i.     have  been  prepared  in  accordance  with  Mexican  GAAP;  and

ii.     fairly  present  the  consolidated financial condition of the Lessee and
its Subsidiaries as at 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.

2.2.     Lessee's  Further  Representations  and  WarrantiesLessee's  Further
         ---------------------------------------------------
Representations  and  Warranties

The  Lessee  further  represents  and  warrants  to  the  Lessor  that:

a.     No  Default:  No  Default  or  Event  of  Default  has  occurred  and  is
       -----------
continuing  or  might  reasonably  be  expected to result from the entry into or
       --
performance  of  this  Agreement.

b.     Registration:
       ------------

i.     It  is  not  necessary  or  advisable  under  the  laws  of  the State of
Incorporation  or  the  Habitual  Base  in  order  to  ensure  the  validity,
effectiveness  and  enforceability of this Agreement or to establish, perfect or
protect the property rights of the Lessor and any Lessor Lender in the Aircraft,
any  Engine or Part that this Agreement or any other instrument relating thereto
be  filed,  registered  or recorded or that any other action be taken or, if any
such filings, registrations, recordings or other actions are necessary, the same
have  been  effected  or will have been effected on or before Delivery or, as to
the  filing  of  this  Agreement,  together  with  a Spanish translation of this
Agreement,  with  the  DGAC,  within  thirty  (30) days after the Delivery Date.

ii.     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
Lessor  Lender  in  the  Aircraft  have  been  fully  established, perfected and
protected and, with respect to such rights, this 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.

c.     Litigation:  No litigation, arbitration or administrative proceedings are
       ----------
pending  or,  to the Lessee's knowledge, 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.

d.     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.

e.     Material  Adverse  Change:  There  has been no material adverse change in
       -------------------------
the  consolidated  financial condition of the Lessee and its Subsidiaries or the
financial  condition  of  the  Lessee  since  December  31,  2000.

f.     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.

2.3.     RepetitionRepetition
         ----------

The  representations  and warranties contained in Clause 2.1 and Clause 2.2 will
be  deemed  to be repeated by the Lessee on Delivery with reference to the facts
and  circumstances  then existing.  The representations and warranties contained
in  Clause  2.1 will be deemed to be repeated by the Lessee on each Rent Date as
if  made  with  reference  to  the  facts  and  circumstances  then  existing.

2.4.     Trustee's  Representations  and WarrantiesTrustee's Representations and
         ------------------------------------------
Warranties

The  Trustee  represents  and  warrants  to  the  Lessee  that:

a.     Status:  The Trustee is a corporation duly organized and validly existing
       ------
under  the laws of the Commonwealth of Massachusetts and has full power to carry
on  its  business  as  it  is  now  being conducted, including to act as trustee
pursuant  to  the  Trust  Agreement.

b.     Power  and  authority:  The  Trustee  has  the  power  to  enter into and
       ---------------------
perform,  and  has taken all necessary trust action to authorize the entry into,
performance  and  delivery  of,  the  Trust  Agreement  and  the  transactions
contemplated  by  the  Trust  Agreement.

2.5.     Lessor's  Representations  and  WarrantiesLessor's  Representations and
         ------------------------------------------
Warranties

The  Lessor  represents  and  warrants  to  the  Lessee  that:

a.     Power and authority:  The Lessor has the power 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.

b.     Legal validity:  This Agreement constitutes the Lessor's legal, valid and
       --------------
binding  obligation.

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

i.     conflict  with  any  laws  binding  on  the  Lessor;

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

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

d.     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.

e.     No  Immunity:
       ------------

i.     The  Lessor  is  subject  to  civil  commercial  law  with respect to its
obligations  under  this  Agreement.

ii.     Neither  the  Lessor  nor  any of its assets is entitled to any right of
immunity  and  the  entry  into  and performance of this Agreement by the Lessor
constitute  private  and  commercial  acts.

f.     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,
certifying  that  the  Lessor  has  filed a tax return with the Internal Revenue
Service  of  the  United  States  of  America.

g.     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.

2.6.     RepetitionRepetition
         ----------

The  representations  and  warranties  in  Clauses  2.4 and 2.5 will survive the
execution  of  this  Agreement.  The representations and warranties contained in
Clauses 2.4 and 2.5 will be deemed to be repeated by the Trustee and the Lessor,
respectively,  on  Delivery  and  on  each  subsequent Rent Date as if made with
reference  to  the  facts  and  circumstances  then  existing.

3.     CONDITIONS  PRECEDENT
       ---------------------

3.1.     Lessor's  Documentary  Conditions  PrecedentCONDITIONS  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 from the Lessee on or
before  Delivery  in  form  and substance reasonably satisfactory to the Lessor,
provided  that  it  shall not be a condition precedent to the obligations of the
Lessor  that  any document be produced, or action taken, which is to be produced
or  taken  by  it  or  any  Person  within  its  control:

a.     Constitutional  Documents  and  Board  Approval of Lessee:  a copy of the
       ---------------------------------------------------------
constitutional  documents  of the Lessee and evidence of the taking by Lessee of
all  necessary  corporate  action  to  authorize  the  execution,  delivery  and
performance  of  this  Agreement  and  the  transactions  contemplated  by  this
Agreement;

b.     Opinion:  an  opinion,  in  the form set out in Schedule 7, in respect of
       -------
the  Lessee's obligations under this Agreement issued by Lessee's chief internal
legal  counsel, and an opinion issued by White & Case, special New York  counsel
to  Lessee,  in  a  form  reasonably  acceptable  to  Lessor;

c.     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 FAR Part 129.14) in relation
to,  or  in  connection  with,  the  operation  of  the  Aircraft;

d.     Certificate:  a  certificate  of a duly authorized officer of the Lessee:
       -----------

i.     setting  out  a  specimen  of  the signature of the officer of the Lessee
referred  to  in  Clause  3.1(h);  and

ii.     certifying  that each copy of a document specified in this Clause 3.1 is
correct,  complete  and  in  full  force  and  effect;

e.     Insurances:  a  certificate  of  insurance  and  brokers'  undertakings,
       ----------
substantially  in  the  form  of Part 3 and Part 2, respectively, of Schedule 6;

f.     Registration:  evidence  that  all filings, registrations, recordings and
       ------------
other  actions  have  been  or  will  be taken which are necessary to ensure the
validity  and  effectiveness  of  this  Agreement  and to protect the respective
rights  of  the  Lessor  and  any  Lessor  Lender  in  the Aircraft or any Part;

g.     Process Agent: a letter from the process agent appointed by the Lessee in
       -------------
this  Agreement  accepting  such  appointment  together with a power of attorney
executed  before  a Mexican notary public, in form and substance satisfactory to
Lessor,  granting powers of attorney with respect to lawsuits and collections to
such  process  agent;

h.     Execution  Power  of Attorney: a copy of the general power of attorney in
       -----------------------------
favor  of  an authorized officer of the Lessee, executed before a Mexican notary
public, granting to such officer the power, on behalf of the Lessee, to execute,
deliver  and bind the Lessee to perform this Agreement and all related documents
including  the  Certificate  of  Acceptance;

i.     DGAC  Approvals:  evidence, in form and substance reasonably satisfactory
       ---------------
to  the  Lessor,  that  the  Lessee  has  obtained, or will obtain all necessary
approvals,  consents  or  authorizations  from  the DGAC or any other Government
Entity  in  Mexico 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  Authority;

j.     General: this Agreement, completed, duly executed and delivered by Lessee
       -------
and  such  other  documents  as  the  Lessor  may  reasonably  request;  and

k.     Asset  Tax  Election:  evidence  that  Lessee  has  elected  to treat the
       --------------------
Aircraft  as  a  part of its property for purposes of the Mexican assets tax law
(Ley  del  Impuesto  al  Activo).

3.2.     Lessor's  Other Conditions PrecedentLessor's Other Conditions Precedent
         ------------------------------------

The  obligation  of  the  Lessor  to  deliver  and lease the Aircraft under this
Agreement  is  also  subject  to  the following additional conditions precedent:

a.     that  the  representations and warranties of the Lessee under Clauses 2.1
and  2.2  are  correct  and  would  be  correct  if  repeated  on  Delivery; and

b.     that  all  payments  due  to the Lessor under this Agreement on or before
Delivery, including the first payment of Basic Rent, shall have been received by
the  Lessor.

3.3.     Lessor's  WaiverLessor's  Waiver
         ----------------

The  conditions specified in Clauses 3.1 and 3.2 are for the sole benefit of the
Lessor  and  may  be  waived or deferred in whole or in part and with or without
conditions  by  the  Lessor.  Without  limiting the generality of the foregoing,
Lessor hereby agrees to defer for ten (10) Business Days after the Delivery Date
the  obligation  of the Lessee to deliver evidence of the election of the Lessee
to  treat  the  Aircraft  as  a part of its property for purposes of the Mexican
assets  tax  law.

3.4.     Lessee's  Conditions  PrecedentLessee'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:

a.     Condition  of Aircraft:  the Aircraft shall be in the condition set forth
       ----------------------
in Schedule 4, the tests and inspections mentioned in Schedule 4 shall have been
performed  to  the  Lessee's  reasonable satisfaction and the Aircraft Documents
shall  be  in  a  condition  acceptable  to  Lessee;

b.     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;

c.     Representations  and Warranties:  that the representations and warranties
       -------------------------------
of  the  Trustee  and Lessor under Clauses 2.4 and 2.5, respectively are correct
and  would  be  correct  if  repeated  on  Delivery;  and

d.     Documents:  Receipt  by  Lessee  of  the following documents, in form and
       ----------
substance  satisfactory  to  Lessee:

i.     this  Agreement,  completed,  duly  executed  and  delivered  by  Lessor;

ii.     a  pro forma invoice for the Aircraft (for customs purposes only) signed
by  Lessor,  as  required  for  importation  of  the  Aircraft  into  Mexico;

iii.     evidence  that  the Aircraft has been validly registered under the laws
of  the  State  of  Registration;

iv.     quiet  enjoyment  letters from each Lessor Lender (if any), addressed to
Lessee;  and

v.     certificates  as  to  the  tax  residency  of  the  Lessor and each Owner
Participant.

4.     COMMENCEMENTCOMMENCEMENT
       ------------

4.1.     LeasingLeasing
         -------

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.     DeliveryDelivery
         --------

The  Aircraft  will  be delivered to, and will be accepted by, the Lessee at the
Delivery  Location  on the Delivery Date which shall be on or about June _, 2001
or on such other day as may be agreed, immediately following satisfaction of the
conditions  precedent  specified in Clauses 3.1, 3.2 and 3.4 (or their waiver or
deferral  by  the  party  entitled  to  grant  such  waiver  or  deferral).

4.3.     Delivery  InspectionDelivery  Inspection
         --------------------

Lessee  acknowledges  that  the  Aircraft  and Aircraft Documents have been made
available  for inspection by Lessee to Lessee's reasonable satisfaction prior to
the  date  of  this  Agreement.  Lessee  confirms  that  it  has  performed such
inspections  as it deems necessary and, pursuant to such inspections and subject
to  the  Aircraft  meeting  the  conditions  set  forth  in  Schedule  4 and the
satisfaction  of Lessee with the Aircraft Documents, all of the Aircraft and the
Aircraft  Documents  are  in  acceptable condition for Lessee to enter into this
Agreement,  to take Delivery of the Aircraft and Aircraft Documents and to lease
the  Aircraft  and  Aircraft  Documents,  subject  to  Schedule  10(b)  hereof.

4.4.     Acceptance  and  RiskAcceptance  and  Risk
         ---------------------

a.     Immediately  following satisfaction of the conditions precedent specified
in  Clauses  3.1, 3.2 and 3.4 (or their waiver or deferral by the party entitled
to  grant  such  waiver  or deferral), the Lessor and the Lessee shall forthwith
complete  Annex  1  to the Certificate of Acceptance (specifying the maintenance
status of the Airframe, Engines, APU and Landing Gear) and the Lessee shall sign
and  deliver  to  the  Lessor  the  Certificate  of  Acceptance.

b.     On  and  from  Delivery,  the  Aircraft  and  every Part 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.

c.     Upon  or immediately following Delivery, the Lessor shall file this Lease
and  complete  the  registration  of  the  ownership  of the Aircraft at the FAA
Aircraft  Registry, and shall provide to the Lessee a copy of the certificate of
registration  and  certificate  of  airworthiness.

d.     Upon  or  immediately  following  Delivery,  the  Lessee shall deliver to
Lessor  a copy of the required Mexican import permit (pedimento de importaci n).

5.     PAYMENTSPAYMENTS
       --------

5.1.     Rental  PeriodsRental  Periods
         ---------------

The  first  Rental  Period will commence on the Delivery Date and end on the day
preceding  the  numerically  corresponding  day one (1) month after the Delivery
Date.  Each  subsequent  Rental  Period  will  commence on the day of each month
during  the  Term which numerically corresponds with the Delivery Date, and will
end  on  the  day immediately preceding the first day of the next Rental Period.

5.2.     Basic  RentBasic  Rent
         -----------

a.     Time  of  Payment:  The  Lessee will pay to the Lessor or its order Basic
       -----------------
Rent  on the Delivery Date 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.

b.     Amount:  The  Basic  Rent  payable  on  the  Delivery  Date  and  on each
       ------
subsequent Rent Date in respect of the immediately following Rental Period shall
       --
be  the  amount  set  forth  in  Schedule  9.

5.3.     Extension  OptionPurchase  Option
         -----------------

Provided  that  no  Default  or  Event  of  Default  shall  have occurred and be
continuing,  if  Lessee  shall have given written notice to Lessor not less than
one  hundred  and  eighty  (l80)  days  prior to the original Expiry Date, which
notice  shall be irrevocable, Lessee shall have the option to extend the Term of
this  Agreement  for  an additional term of twelve (12) months. All of the terms
and  conditions  of  this Agreement with respect to the original Term (including
the  Basic  Rent)  shall  continue  in  full  force  and  effect during any such
extension  of  the  Term.
5.4.     PaymentsPayments
         --------

a.     All  payments  of  Rent  by the Lessee to the Lessor under this Agreement
will  be made for value on the due date, for the full amount due, in Dollars and
in  same  day  funds, settled through the New York Clearing House System or such
other  funds  as  may  for the time being be customary for the settlement in New
York  City of payments in Dollars by telegraphic transfer to such account in New
York  as  Lessor  may direct in writing, or to such other account in New York as
the  Lessor  may  advise  from  time to time, provided that the location of such
other  account  does  not subject Lessee to adverse tax consequences which would
not  have  existed  in  the  absence  of  such  change  in  location.

b.     If any Rent or other payment would otherwise become due on a day which is
not  a Business Day, it shall be due on the immediately succeeding Business Day.

5.5.     Gross-upGross-up
         --------

a.     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 Taxes (other than Lessor
Taxes).

b.     All  Taxes  (other  than  Lessor Taxes) in respect of payments under this
Agreement  shall  be  for  the  account  of  the  Lessee.

c.     If  the  Lessee  is compelled by law to make payment to the Lessor or any
Indemnitee  under or in connection with this Agreement subject to any Tax, other
than  Lessor  Taxes, and the Lessor or such Indemnitee does not actually receive
for  its  own  benefit  on  the  due  date a net amount equal to the full amount
provided  for under this Agreement, the Lessee will pay all necessary additional
amounts to ensure receipt by the Lessor or such Indemnitee of the full amount so
provided  for.

5.6.     TaxationTaxation
         --------

a.     The  Lessee  will,  on  written  demand,  pay  and  indemnify the Lessor,
Trustee,  any  Lessor  Lender  and Owner Participant against all Taxes levied or
imposed  against  or  upon  the  Lessor,  Trustee,  any  Lessor  Lender,  Owner
Participant  or  the  Lessee and relating to or attributable to the Lessee, this
Agreement  or  the  Aircraft  directly  or  indirectly  in  connection  with the
importation,  exportation,  registration,  ownership,  leasing,  sub-leasing,
purchase,  delivery,  possession, use, operation, repair, maintenance, overhaul,
transportation,  landing, storage, presence or redelivery of the Aircraft or any
part  thereof or any rent, receipts, insurance proceeds, income or other amounts
arising  therefrom;  provided,  however, that the Lessee shall have no liability
for Lessor Taxes except to the extent resulting from or increased by any Default
or  the exercise of any right or remedy pursuant to Clause 13.  The verification
provisions  of  Clause  5.11  shall  be applied, upon the Lessee's request, with
respect  to  any  indemnity  payments  due  pursuant  to  this  Clause  5.6.a.

b.     If  the  Lessor,  Trustee, any Lessor Lender or Owner Participant (as the
case  may be) shall, in its reasonable opinion and based upon its own reasonable
interpretation  of any relevant laws or regulations, realize any Tax savings (by
way of refund, deduction, credit or otherwise, including foreign tax credits and
any  reduction  in  Taxes)  in  respect  of any amount with respect to which the
Lessee  shall  have made a payment (or increased payment) pursuant to Clause 5.5
or 5.8, or shall have paid or indemnified the Lessor, Trustee, any Lessor Lender
or  Owner  Participant  pursuant  to  sub-clause (a) above, and such Tax savings
shall  not  have been taken into account previously in calculating any indemnity
payment made by the Lessee, then the Lessor, Trustee, any Lessor Lender or Owner
Participant,  as  the case may be, shall, subject to the Lessee's obligations to
repay  such  amount  to  the  Lessor,  Trustee,  any  Lessor  Lender  or  Owner
Participant,  as  the  case may be, if the relevant Tax savings are subsequently
disallowed  or  canceled  (including by reason of such payment), promptly pay to
the  Lessee  such  amount  as  the  Lessor,  Trustee, any Lessor Lender or Owner
Participant,  as the case may be, shall, in its reasonable opinion (supported by
a  written  calculation thereof setting forth in reasonable detail the basis for
determination),  have  concluded  to be the amount of such Tax savings (together
with,  in the case of a refund, any interest received thereon); provided however
that  none of the Lessor, Trustee, any Lessor Lender nor Owner Participant shall
be  obliged to make any payment to the Lessee pursuant to this sub-clause (b) to
the  extent  that the amount of any Tax savings in respect of which such payment
is  to  be  made would exceed the aggregate amount of all prior payments made by
the  Lessee  to,  on behalf of or as indemnification of the Lessor, Trustee, any
Lessor Lender or Owner Participant, as the case may be, under this Agreement for
Taxes less the amount of all prior payments made pursuant to this sub-clause (b)
in  respect  of  such Tax savings, provided further, that any amount not paid to
the  Lessee  pursuant  to  the  foregoing limitation shall be carried forward to
reduce  pro  tanto  any  future  payments  or  indemnity  that the Lessee may be
required  to make to the Lessor, Trustee, any Lessor Lender or Owner Participant
(as  the  case  may  be)  pursuant  to  Clause  5.5, 5.6(a) and 5.8.  The Lessee
acknowledges  that nothing contained in this sub-clause (b) shall interfere with
the right of the Lessor, Trustee, any Lessor Lender or Owner Participant, as the
case  may be, to arrange its tax affairs in whatsoever manner it thinks fit and,
in  particular,  neither  the  Lessor,  Trustee,  any  Lessor  Lender  nor Owner
Participant  shall  be under any obligation to claim any Tax savings in priority
to  any  other  savings  available  to  it; provided, however, that such Lessor,
Trustee,  any  Lessor Lender or Owner Participant (as the case may be) shall not
discriminate  against  the  Lessee  in  its  use and allocation of any credit or
savings.  Notwithstanding anything to the contrary, each of the Lessor, Trustee,
any  Lessor Lender or Owner Participant, as the case may be, shall in good faith
use  reasonable  diligence  in filing its tax returns and in dealing with taxing
authorities  to  seek  and  claim  any  such  Tax  savings.

5.7.     InformationInformation
         -----------

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.  If actual notice is given by any taxing authority to Lessor, Trustee, a
Lessor  Lender or Owner Participant (as the case may be) that a report or return
is  required  to  be  filed  in  its name with respect to any Taxes that are the
responsibility  of  the  Lessee  under this Agreement, the Lessor, Trustee, such
Lessor Lender or Owner Participant shall promptly notify Lessee of such required
report  or  return.  Lessor, Trustee, any Lessor Lender or Owner Participant (as
the  case  may  be)  agrees  to  respond to any reasonable request of Lessee for
information  within  its  control  with  respect  to the filing of any report or
return, but Lessee agrees to duly complete the same or pay any reasonable costs,
fees or other charges of independent counsel or independent accountants incurred
in  connection  with  such  request.  Lessee  shall have no obligation under the
preceding  sentence  if such Lessor, Trustee, Lessor Lender or Owner Participant
(as  the  case may be) has failed to furnish the Lessee with such information as
is  within  such  Lessor's,  Trustee's,  Lessor  Lender's or Owner Participant's
control  and  is  necessary  to  file  such  returns.

5.8.     Taxation  of  Indemnity  PaymentsTaxation  of  Indemnity  Payments
         ---------------------------------

a.     Subject  to the provisions of Clauses 5.10 and 5.11 hereof, if and to the
extent  that any sums payable to the Lessor, Trustee, any Lessor Lender or Owner
Participant,  as  the  case may be, by the Lessee under this Agreement by way of
indemnity  are  insufficient, by reason of any Taxes payable in respect of those
sums,  for  the  Lessor, Trustee, any Lessor Lender or Owner Participant, as the
case  may  be,  to  discharge  the corresponding liability to the relevant third
party  (including  any taxation authority), or to reimburse the Lessor, Trustee,
any  Lessor  Lender  or  Owner  Participant,  as  the  case may be, 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 the Lessor,
Trustee, any Lessor Lender or Owner Participant, as the case may be, such sum as
will,  after  the  tax  liability  has  been  fully satisfied, leave the Lessor,
Trustee,  any  Lessor  Lender or Owner Participant, as the case may be, 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, ten (10) days after the date on which the
Lessor,  Trustee,  Lessor  Lender  or  Owner  Participant,  as  the case may be,
notified  the  Lessee in writing of the deficit and made payment therefor, until
payment  by  the  Lessee  (both  before  and  after  judgment).

b.     Subject  to the provisions of Clauses 5.10 and 5.11 hereof, if and to the
extent  that  any sums constituting (directly or indirectly) an indemnity to the
Lessor, Trustee, any Lessor Lender or Owner Participant, as the case may be, but
paid  by  the  Lessee  to  any Person other than the Lessor, Trustee, any Lessor
Lender  or  Owner Participant, as the case may be, are treated as taxable in the
hands  of  the  Lessor,  Trustee, any Lessor Lender or Owner Participant, as the
case  may  be,  the  Lessee  will,  upon the written request for payment of such
amount,  pay  to the Lessor, Trustee, any Lessor Lender or Owner Participant, as
the  case  may  be,  such  sum  as  will, after the tax liability has been fully
satisfied,  indemnify  the  Lessor,  Trustee,  any  Lessor  Lender  or  Owner
Participant,  as  the  case  may  be,  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, if later, ten (10) days after the date on which the Lessor, Trustee, any
Lessor  Lender  or Owner Participant, as the case may be, notified the Lessee in
writing  of its liability for Taxes with respect to indemnity amounts treated as
taxable  in  the  hands  of  the  Lessor,  Trustee,  any  Lessor Lender or Owner
Participant,  as  the  case may be, until payment by the Lessee (both before and
after  judgment).

5.9.     Default  InterestDefault  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 The Chase Manhattan
Bank,  N.A. at its principal lending office in New York, New York, plus 3.0% per
annum  (the  "Default  Rate"),  or  (ii)  the  maximum lawful per annum rate for
commercial  loans.  In  addition, should Lessee's failure to pay extend past the
time  period  set  forth  in  Section  13.1,  Lessee shall pay one hundred fifty
Dollars  (US$150.00)  per  each  unpaid  invoice.  All  such  interest  will  be
calculated  on  the  basis of the actual number of days elapsed and on a 365 day
year.

5.10.     ContestContest
          -------

If a written claim is made against the Lessor, Trustee, a Lessor Lender or Owner
Participant  for  any  Taxes  for  which  the  Lessee  is responsible under this
Agreement or if the Lessor, Trustee, a Lessor Lender or Owner Participant claims
any  indemnity  hereunder,  such  Lessor,  Trustee,  Lessor  Lender  or  Owner
Participant  shall  promptly  notify the Lessee in writing within 30 days of its
receipt  of  any  written  claim  or  knowledge of any indemnity claim and shall
provide  the  Lessee  such  information  regarding  such claim as the Lessee may
reasonably  request.  If the Lessee disputes the payment of any Taxes payable by
the  Lessor,  Trustee, a Lessor Lender or Owner Participant, as the case may be,
for  which  the Lessee is responsible under this Agreement or the payment of any
indemnity  claimed  hereunder,  the  Lessor,  Trustee,  Lessor  Lender  or Owner
Participant,  as  the  case  may  be,  will  take  such action as the Lessee may
reasonably request, at the Lessee's expense, in good faith diligently to contest
the  validity,  applicability  or  amount of such Taxes by (i) resisting payment
thereof  to  the  extent  permitted  by applicable law, (ii) not paying the same
except  under  protest,  if protest is necessary and proper, (iii) if payment is
made,  using  reasonable  efforts  to  obtain  a  refund  thereof in appropriate
administrative  or  judicial proceedings, and (iv) considering in good faith any
other  reasonable  action  as the Lessee may reasonably request, but will not be
obliged  to  take  any  such  action:

a.     which  the  Lessor,  Trustee,  Lessor Lender or Owner Participant, as the
case may be, considers, in its reasonable judgment, may materially prejudice it;

b.     unless  the  Lessee  shall  have  provided such Person with an opinion of
counsel,  reasonably  acceptable  to such Person, that a reasonable basis exists
for such contest, which the Lessor, Trustee, Lessor Lender or Owner Participant,
as  the  case  may be, considers does not have a reasonable prospect of success;

c.     for  which  the  Lessee has not made adequate provision to the reasonable
satisfaction  of the Lessor, Trustee, Lessor Lender or Owner Participant, as the
case  may  be,  in  respect  of  the  expense  concerned;  or

d.     if  such  action gives rise to any material likelihood of the Aircraft or
any  interest  therein  being  sold,  forfeited or otherwise lost or of criminal
liability  on  the  part  of  the  Lessor,  Trustee,  Lessor  Lender  or  Owner
Participant,  as  the  case  may  be.

In  the  event  of a contest of any Taxes hereunder, the Lessor, Trustee, Lessor
Lender  or Owner Participant (as the case may be) shall keep the Lessee informed
as  to  the  progress  of  the  contest  and  provide  the Lessee with copies of
correspondence  and  other  documents  received  by such Lessor, Trustee, Lessor
Lender  or  Owner  Participant  (as  the case may be) from the taxing authority,
consult  with  the  Lessee if requested by the Lessee, make available for review
and  comment  to  the  Lessee any written documents or materials relating to the
contest  that  such  Lessor, Trustee, Lessor Lender or Owner Participant (as the
case  may  be) proposes to submit to the taxing authority, forward copies of all
material  submissions  made  in such contest, consider in good faith any request
concerning  the  conduct of any such contest and without waiving its right to be
indemnified hereunder with respect to such claim shall not settle any such claim
or contest pursuant to this provision without the written consent of the Lessee.

Any  contest required pursuant to the preceding sentence shall, at the option of
such Lessor, Trustee, Lessor Lender or Owner Participant (as the case may be) be
conducted  by  such  Lessor, Trustee, Lessor Lender or Owner Participant (as the
case  may  be)  or the Lessee in the name of the Lessee or such Lessor, Trustee,
Lessor  Lender  or  Owner  Participant;  provided  however  that if a claim with
respect  to  a  Tax  for  which  the  Lessee has agreed to indemnify the Lessor,
Trustee,  Lessor  Lender  or  Owner  Participant  (as  the  case  may be) can be
contested  separately from the contest of any other Tax of such Lessor, Trustee,
Lessor  Lender  or  Owner  Participant  and  in  the name of the Lessee, and the
separation  of  the contest of such Tax does not prejudice such Lessor, Trustee,
Lessor Lender or Owner Participant in any way, then such Lessor, Trustee, Lessor
Lender  or  Owner Participant shall permit the Lessee, at the Lessee's sole cost
and  expense,  to  contest  such  claim  in  the  Lessee's  name.

If  the Lessor, Trustee, Lessor Lender or Owner Participant (as the case may be)
shall  obtain  a  refund  or  credit of all or any part of any Taxes paid by the
Lessee,  such  Lessor,  Trustee, Lessor Lender or Owner Participant shall pay to
the  Lessee  the  amount  of  such refund or credit (taking into account any Tax
savings  resulting therefrom), net of expenses not already paid or reimbursed by
the Lessee, and any interest fairly attributable thereto plus an amount equal to
the  Tax  savings  realized  by  such  Lessor,  Trustee,  Lessor Lender or Owner
Participant  as a result of any payment to the Lessee pursuant to this sentence.

The  Lessee  shall  not  be  required  to make payment to the Lessor, Trustee, a
Lessor Lender or Owner Participant on any indemnification claim being diligently
contested  pursuant to this Clause 5.10 or in the verification process set forth
in  Clause  5.11  hereof  unless (and only to the extent) the Lessor, Trustee or
Owner  Participant has been required to make any payment of taxes giving rise to
such  indemnification  claim.

5.11.     VerificationVerification
          ------------

The  Lessor,  Trustee, a Lessor Lender or Owner Participant, as the case may be,
shall  provide  the  Lessee, upon the Lessee's request, with a written statement
setting  forth in reasonable detail the computation of the amount of any payment
or increased payment to be made by the Lessee pursuant to Clause 5.5 and 5.8, or
any  indemnity  by  the  Lessee pursuant to Clause 5.6(a), or any Tax savings in
respect  of  which  a  payment  is  to  be made to the Lessee pursuant to Clause
5.6(b).  At the Lessee's request, the amount of any such payments or indemnities
by  the  Lessee  or  payment  by  the  Lessor, Trustee, a Lessor Lender or Owner
Participant  (as the case may be) to the Lessee pursuant to this Agreement shall
be  verified  by  the independent, internationally recognized accounting firm of
the  Lessor,  Trustee,  Lessor  Lender  or  the Owner Participant, as they shall
elect,  or  (if  not) by another firm of accountants mutually acceptable to such
Lessor, Trustee, Lessor Lender or Owner Participant and the Lessee, who shall be
asked  to  verify,  after  consulting with the Lessor, Trustee, Lessor Lender or
Owner Participant (as the case may be), whether such Lessor's, Trustee's, Lessor
Lender's  or  Owner  Participant's  computations  are  correct and to report its
conclusions  to both the Lessee and such Lessor, Trustee, Lessor Lender or Owner
Participant.  The  Lessor,  Trustee,  Lessor Lender or Owner Participant (as the
case  may  be)  and  the Lessee hereby agree to provide the accountants with all
information  and  materials  as  shall  be  reasonably necessary or desirable in
connection  herewith.  The  fees and disbursements of such accounting firm shall
be  paid by the Lessee unless such verification shall result in an adjustment in
the Lessee's favor greater than or equal to the greater of (i) five percent (5%)
of  the  total amount verified, or (ii) the fee charged by such accounting firm,
in  which  case such fee shall be paid by such Lessor, Trustee, Lessor Lender or
Owner  Participant.  Any  information provided to such accountants by the Lessee
or  the Lessor, Trustee, Lessor Lender or Owner Participant (as the case may be)
shall  be  and  remain  the  exclusive  property  of  the Lessee or such Lessor,
Trustee,  Lessor  Lender or Owner Participant and shall be deemed by the parties
to  be  (and  the  accountants will confirm in writing that they will treat such
information  as)  the  private,  proprietary  and  confidential property of such
Lessee,  or Lessor, Trustee, Lessor Lender or Owner Participant, as the case may
be, and no person other than the Lessee or the Lessor, Trustee, Lessor Lender or
Owner  Participant  (as  the  case may be) and the accountants shall be entitled
thereto,  and  all such materials shall be returned to the Lessee or the Lessor,
Trustee,  Lessor  Lender  or  Owner  Participant,  as  the  case  may  be.  Such
accounting  firm shall be requested to make its determination within thirty (30)
days.  In  the event such accounting firm shall determine that such computations
are incorrect, then such firm shall determine what it believes to be the correct
computations.  The  computations  of the accounting firm shall be final, binding
and  conclusive  upon the Lessee and the Lessor, Trustee, Lessor Lender or Owner
Participant  (as  the  case  may be) absent manifest error, and the Lessee shall
have  no  right to inspect the books, records, tax returns or other documents of
or  relating  to  such  Lessor,  Trustee,  Lessor Lender or Owner Participant to
verify  such  computations  or  for any other purpose.  If for any reason Lessee
makes  any  payment  with  respect to Taxes imposed on Lessor, Trustee, a Lessor
Lender  or Owner Participant in respect of the transactions contemplated hereby,
which  Taxes are not the responsibility of Lessee under Section 5.5, 5.6 or 5.8,
then  the  applicable  Lessor, Trustee, Lessor Lender or Owner Participant shall
pay  to  Lessee within ten (10) days of Lessee's demand therefor an amount equal
to the amount paid by Lessee with respect to such Taxes, provided, however, that
no  such  demand  shall be honored unless made within thirty (30) days after the
date  of  such  payment, provided, further, that any such payment made after the
ten  (10) day period described above shall include interest on the amount due at
the  Default  Rate  for  all periods after such ten (10) day period.  If Lessor,
Trustee,  a  Lessor  Lender or Owner Participant shall obtain a refund of all or
any  part  of  such taxes paid by Lessee, such Lessor, Trustee, Lessor Lender or
Owner  Participant  shall  promptly pay to Lessee the amount of such refund less
the  amount of any taxes payable by such Lessor, Trustee, Lessor Lender or Owner
Participant  in  respect  of  the  receipt  of  such  refund.

5.12.     FormsForms
          -----

Each  of  Lessor,  Trustee,  any  Lessor  Lender  or Owner Participant agrees to
furnish  from  time  to time to the Lessee or to such other person as the Lessee
may designate such duly executed and properly completed forms, including but not
limited  to  Internal  Revenue  Service  Form 6166 completed annually, that such
Lessor,  Trustee,  any  Lessor  Lender  or  Owner Participant is legally able to
deliver and as may be necessary in order to claim any reduction of, or exemption
from  any  Tax  which the Lessee may be required to indemnify against hereunder.

5.13.     AbsoluteAbsolute
          --------

The  Lessee's  obligations  under  this Agreement are absolute and unconditional
irrespective  of  any  contingency  whatever  including  (but  not  limited to):

a.     any  right  of  offset,  counterclaim, recoupment, defense or other right
which  either  party  to  this  Agreement  may  have  against  the  other;

b.     any  unavailability  of  the  Aircraft  for  any  reason,  including  a
requisition  of the Aircraft or any prohibition or interruption of, interference
with  or  other restriction against the Lessee's use, operation or possession of
the  Aircraft;

c.     any  lack  or  invalidity  of  title  or  any  other  defect  in  title,
airworthiness,  merchantability,  fitness  for any purpose, condition, design or
operation of any kind or nature of the Aircraft for any particular use or trade,
or  for  registration  or  documentation  under  the  laws  of  any  relevant
jurisdiction,  or  any  Total  Loss in respect of or any damage to the Aircraft;

d.     any  insolvency, bankruptcy, reorganization, arrangement, readjustment of
debt,  dissolution,  liquidation or similar proceedings by or against the Lessor
or  the  Lessee;

e.     any  invalidity,  unenforceability  or  lack  of due authorization of, or
other  defect  in,  this  Agreement;  or

f.     any  other  cause which, but for this provision, would or might otherwise
have  the  effect  of  terminating or in any way affecting any obligation of the
Lessee  under  this  Agreement.

provided,  however,  that  this  Clause  5.13  shall be without prejudice to the
Lessee's right to claim damages and/or other relief from the courts in the event
of  any  breach by the Lessor of its obligations under this Agreement, or in the
event  that,  as  a result of any lack or invalidity of title to the Aircraft on
the  part  of  the  Lessor,  the  Lessee  is  deprived  of its possession of the
Aircraft.

5.14.     Deposit
          -------

The  Lessor  (or one or more Lessor Lenders) 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 Lease, shall be non-refundable during
the  Term  of  this  Lease,  and  shall be held by Lessor (or one or more Lessor
Lenders) in an interest bearing account (which may be a general account and need
not be segregated) as security for the timely and faithful performance by Lessee
of  all  of  Lessee's  obligations under this Lease. If Lessee fails to pay Rent
hereunder  or  to  pay  any  other sums due or to or to perform any of the other
terms and provisions of this Lease or an Event of Default has otherwise occurred
and  is  continuing hereunder, 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 reasonable 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
therefor 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 9 hereto, and the failure of Lessee to do so shall be a material breach
of  this  Lease  by  Lessee.  Provided no Default has occurred and is continuing
under  this  Lease,  the  Deposit  shall  be  returned  to Lessee, together with
interest (net of any reasonable fees, commissions and other expenses incurred in
connection  with investment of the Deposit), if any, earned thereon, within five
(5)  Business  Days  following  the Expiry Date, or, if later, the date Lessee's
obligations  relating  to  the return of the Aircraft have been fully performed.

6.     MANUFACTURER'S  WARRANTIESMANUFACTURER'S  WARRANTIES
       --------------------------

6.1.     AssignmentAssignment
         ----------

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 and be continuing, 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 material 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.     ProceedsProceeds
         --------

All  proceeds of any such claim as is referred to in Clause 6.1 which exceed the
Damage  Notification  Threshold  will be paid directly to the Lessor, but to the
extent  that  such  claim  relates:

a.     to  defects  affecting  the  Aircraft  which  have  been  rectified;  or

b.     to  compensation  for  loss of use of the Aircraft, an Engine or any Part
during  the  Term;  or

c.     to  costs  incurred  by the Lessee in pursuing such claim (whether or not
proceeds  of  such  claim  are  payable  to  the  Lessee);  or

d.     to any proceeds in an amount less than the Damage Notification Threshold;

and  provided  no  Default  shall have occurred and be continuing, such proceeds
shall  be  paid  directly  to  the  Lessee.

6.3.     PartsParts
         -----

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 permanent replacement for a defective Engine or Part pursuant to
the  terms of any warranty or customer and/or product support arrangement comply
with  Clause  8.13(a),  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  those  items  will  be  deemed  to  be  a  Engine  or Part, as
applicable.

6.4.     AgreementAgreement
         ---------

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 Clause 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 the benefit of any
of  those  assignable  warranties  or assignable customer and/or product support
which  have  not  expired  are  vested  in  the  Lessor.

7.     LESSOR'S  COVENANTS  and  DISCLAIMERSLESSOR'S  COVENANTS  and DISCLAIMERS
       -------------------------------------

7.1.     Quiet  EnjoymentQuiet  Enjoyment
         ----------------

Provided  no Event of Default shall have occurred and be continuing, neither the
Lessor  nor any Person claiming lawfully 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  FilingsRegistration  and  Filings
         --------------------------

The  Lessor  shall,  at  the  Lessor's  cost:

a.     not  do  or suffer to be done anything which might reasonably be expected
to  adversely  affect  the  registration  of  the  Aircraft  with  the  Aviation
Authority;  and

b.     do  all acts and things (including making any filing or registration with
the  Aviation  Authority  or  any  other  Government  Entity) as may be required
following  any  change  in  the  ownership  of  the  Aircraft.

7.3.     ExclusionExclusion
         ---------

THE  AIRCRAFT  IS ACCEPTED BY THE LESSEE "AS IS, WHERE IS" AND LESSEE AGREES AND
ACKNOWLEDGES  THAT,  SAVE  AS IS EXPRESSLY STATED IN THIS AGREEMENT, 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:

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

b.     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT
ARISING  FROM  LESSOR'S  NEGLIGENCE,  ACTUAL  OR IMPUTED (BUT EXCLUDING ANY SUCH
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT WHICH ARISES FROM LESSOR'S
GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT);  OR

c.     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  WaiverLessee'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 ANY RIGHTS ARISING OUT
OF  THE  GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  OF  THE  LESSOR.

7.5.     Adverse  Tax  Change2Adverse  Tax  Change
         --------------------

If  as  a result of any change in, or amendment to, the laws (or any regulations
or  rulings promulgated thereunder) of Mexico or of any political subdivision or
taxing  authority  thereof  or  therein  affecting  taxation,  or  any change in
official  position  regarding  application  or  interpretation  of  such  laws
(including  a  holding  of  a  court of competent jurisdiction), which change or
amendment  becomes  effective  after Delivery, the Lessee determines, based upon
the  opinion  of  independent  tax  counsel or an independent accounting firm of
recognized standing in Mexico, that it has or will become obligated to pay Taxes
in  excess  of  those  payable  on  the  date  hereof due to the jurisdiction of
incorporation,  domicile  or  principal  place  of  business  of the Lessor, the
Trustee  or  the  Owner  Participant,  the  Lessor,  the  Trustee  or  the Owner
Participant,  as  the  case  may  be,  shall,  if  requested  by the Lessee, use
reasonable  efforts  to assign or otherwise transfer its rights and interests in
and to the Aircraft and this Agreement to an Affiliate in a jurisdiction that is
not  affected  by  such  event; provided that such assignment or transfer can be
made  upon terms such that the Lessor, Trustee or Owner Participant, as the case
may be, suffers no economic, legal or regulatory disadvantage.  The Lessee shall
pay  all  costs  and expenses incurred by the Lessor in connection with any such
assignment  or  transfer.

7.6.     Lessee's  ConfirmationLessee's  Confirmation
         ----------------------

LESSEE  CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF CLAUSES 7.3 AND 7.4
AND  ACKNOWLEDGES  THAT  BASIC  RENT  AND  OTHER  AMOUNTS  HAVE  BEEN CALCULATED
NOTWITHSTANDING  ITS  PROVISIONS.

7.7.     Lessor  ContributionConfirmation
         --------------------

Provided  that  no  Default has occurred and is continuing, the Lessor shall, at
the  Lessor's  sole  cost,  make  each  Subsequent  Investment  as  required  in
accordance  with  Schedule  10.  The notification and verification provisions of
Clause 5.11 shall apply, mutatis mutandi, to any amounts Lessee claims to be due
from  Lessor pursuant to this Clause 7.7 or Schedule 10; provided, however, that
in place of a firm of accountants any disputes not resolved by the parties shall
be  determined  by such other arbitrator(s) as the Lessor and Lessee shall agree
upon,  or  if the parties cannot so agree, such arbitrator as shall be appointed
in  accordance  with  the  International  Arbitration  Rules  of  the  American
Arbitration  Association.

8.     LESSEE'S  COVENANTSLESSEE'S  COVENANTS
       -------------------

8.1.     DurationDuration
         --------

The  undertakings  in  this  Clause  8  and  in  Clause  12  will:

a.     except  as  otherwise  stated, be performed at the expense of the Lessee;
and

b.     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.     InformationInformation
         -----------

The  Lessee  shall:

a.     notify  the  Lessor  forthwith of the occurrence of any Event of Default;

b.     furnish  to  the  Lessor:

i.     within  60  days after the last day 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  Mexican  GAAP;

ii.     as  soon as available but not in any event later than 120 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 Mexican GAAP and certified by Coopers & Lybrand or
another  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  Mexican  GAAP;

iii.     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

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

c.     on  request,  inform  the  Lessor as to the current serial numbers of the
Engines  and  any  engine  installed  on  the  Airframe;

d.     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;

e.     on request, 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  paid  and  discharged  in  full;

f.     provide  the  Lessor,  within  15  days  following the end of each Rental
Period, with a monthly report on the Aircraft in the form set out in Schedule 8;

g.     give  the  Lessor  annual  written notice of the time and location of all
Major  Checks  during  the  succeeding  12-month  period;

h.     promptly  notify  the  Lessor  of:

i.     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;

ii.     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

iii.     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.

All  reports  delivered  to the Lessor, Trustee or Owner Participant pursuant to
this  Clause  8.2  shall  be  in  English.

8.3.     Lawful  and  Safe  OperationLawful  and  Safe  Operation
         ----------------------------

The  Lessee  shall:

a.     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;

b.     not  use  the  Aircraft  in any manner contrary to any requirement of the
Aviation  Authority or the DGAC or the manufacturers of the Aircraft, any Engine
or  any  Part or any rule or regulation of the Aviation Authority or the DGAC or
for  any  purpose for which the Aircraft is not designed or reasonably suitable;
provided,  that, after providing the Lessor with a certificate of its President,
Director  of  Finance or chief internal legal counsel stating all relevant facts
with  respect  thereto,  the  Lessee  may,  in  good  faith  and  by appropriate
procedures, contest the validity or application of any such requirement, rule or
regulation  in  any reasonable manner which does not materially adversely affect
the  Lessor,  or  any  of its interests in or to the Aircraft or this Agreement;

c.     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 Authority (or the DGAC, if applicable) and
applicable  law;

d.     use  the  Aircraft solely in commercial or other operations for which the
Lessee  is  duly  authorized  by the Aviation Authority, the DGAC and applicable
law;

e.     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:

i.     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;

ii.     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;

iii.     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

iv.     any  illegal  item  or  substance;

f.     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;

g.     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:

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

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

iii.     any  Government  Entity  having  jurisdiction  over  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;  and

h.     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  ChargesTaxes  and  Other  Charges
         --------------------------

Subject  to  Clauses  5.6(b),  5.10  and  5.11,  the  Lessee  will promptly pay:

a.     all  license  and  registration fees, Taxes (other than Lessor Taxes) and
other amounts of any nature imposed by any Government Entity that are imposed on
the  Lessee  or  for  which  the Lessee is responsible under this Agreement with
respect to the Aircraft, including the ownership, delivery, leasing, possession,
use,  operation,  return,  sale or other disposition of the Aircraft (where such
sale  or  other disposition arises as a consequence of an Event of Default); and

b.     all  rent,  fees, charges, Taxes (other than Lessor Taxes) imposed on the
Lessee  and  other  amounts in respect of any premises where the Aircraft or any
Part  thereof  is  located  from  time  to  time  during  the  Term;

except  to  the  extent  that  such  payment is being contested in good faith by
appropriate  proceedings  in  respect  of  which  adequate  resources  have been
provided  by  the  Lessee  and  non-payment  of  which does not give rise to any
material  likelihood  of  the  Aircraft  or  any  interest  therein  being sold,
forfeited  or otherwise lost or of criminal liability on the part of the Lessor.

8.5.     Sub-LeasingSub-Leasing
         -----------

a.     Lessee  will  not, without the prior written consent of Lessor (except as
set  forth  in  clause  (b)  below),  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 enter
into  "wet  lease"  or  charter  arrangements  with  the Aircraft for short-term
periods  that,  including  all  renewals,  do  not  exceed six months so long as
possession  and  operational  control of the Aircraft remains with the Lessee at
all  times.

b.     Lessee  may  sub-lease  (a  "Sub-Lease")  the  Aircraft to a Cintra Group
Airline,  incorporated  in  the  State  of  Registration  or  the  State  of
Incorporation,  without  the  prior  consent  of  the  Lessor  if  the following
conditions  are  fulfilled:

i.     no  Event  of  Default  shall  have  occurred  and  be  continuing;

ii.     notwithstanding  such  Sub-Lease,  Lessee  shall  remain  primarily
responsible  to  Lessor  hereunder  and  the  Sub-Lease,  by its terms, shall be
expressly  subject  and  subordinate  in  all  respects  to  this  Agreement;

iii.     the  Sub-Lease  shall  include  clauses identical to or having the same
substantive effect as Clauses 2.1 (except that the State of Incorporation may be
the  state  of  incorporation  of  the  relevant sublessee), 8, 9, 13, 15.12 and
Schedule 6 of this Agreement save that a Sub-Lease may impose additional or more
stringent  obligations  on,  or  give  fewer  rights to, any Sub-Lessee than are
imposed  on  Lessee under such provisions of this Agreement and that the term of
the  Sub-Lease  shall  not  be  capable  of  extending  beyond  the Expiry Date;

iv.     the  rights, title and interests of Lessor and the Indemnitees in and to
the  Aircraft  and  this  Agreement shall be duly evidenced and protected to the
reasonable  satisfaction  of  Lessor  and  such  Indemnitee (including as to the
making  of  all  necessary  filings  and  registrations);

v.     Lessee  and  the Sub-Lessee shall have executed and delivered to Lessor a
security  assignment in respect of the Sub-Lease together with an acknowledgment
of such assignment, and, if requested by Lessor or any Lessor Lender, Lessee and
the  Sub-Lessee shall have executed and delivered to Lessor and any mortgagee an
acknowledgment  of  any  assignment by Lessor of such security agreement to such
mortgagee,  each  such  document  to  be  in a form reasonably acceptable to the
Lessor;

vi.     the  Sub-Lessee  shall  be  a  reputable  air carrier and shall hold all
necessary  consents,  licenses,  permits  and  authorizations required under the
applicable  law  of  the state of incorporation or establishment of such carrier
for  the  public  transport of passengers and cargo, and shall not be subject to
any  event  of  the  types  described  in  Clause  13.1(g), (h) or (i) as of the
commencement  of  the  Sub-Lease;

vii.     the  Aircraft  shall  not  be  re-registered  outside  the  State  of
Registration  without  the  prior  written  consent of Lessor which shall not be
unreasonably withheld.  Lessor shall be entitled to withhold such consent if the
suggested  jurisdiction of re-registration is a jurisdiction which Lessor or any
Lessor  Lender reasonably determines to be unacceptable in terms of political or
judicial  risk;

viii.     at  least  five  Business Days prior to the execution by Lessee of any
Sub-Lease,  Lessee  will  provide  Lessor  with a copy of the draft Sub-Lease in
order for Lessor to satisfy itself that the conditions set out in this Clause as
to form of the Sub-Lease are fulfilled.  Prior to delivery of the Aircraft under
any  Sub-Lease,  Lessee  will provide Lessor with an original counterpart of the
Sub-Lease  duly  executed  by  Lessee  and  Sub-Lessee;

ix.     Lessee  shall be responsible for all reasonable costs incurred by Lessor
in  connection  with  the  Sub-Lease;

x.     the  Sub-Lease shall provide that no further subleases of the Aircraft by
the  Sub-Lessee  shall  be  permitted;  and

xi.     Lessee shall give written notice to Lessor of any Sub-Lease at least ten
(10)  days  prior  to  the date on which such Sub-Lease is to be executed (which
notice  shall  include  the  identity  of  any  proposed  change in the State of
Registration  and the Habitual Base of the Aircraft and, if then determined, the
term  and  the  delivery  date  of  the  proposed  sublease).

c.     In  circumstances  where  the  conditions  set  out  in (b) above are not
fulfilled  in relation to any Sub-Lease, the consent of Lessor to such Sub-Lease
shall  be  required.

8.6.     InspectionInspection
         ----------

a.     The Lessor and any Person designated by the Lessor may, at any reasonable
time  and  upon  prior written notice (except in the event of a Default in which
case  no notice is required), visit, inspect and survey the Aircraft, 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 business.

b.     The  Lessor  shall bear its own costs and expenses in connection with any
such  visit,  inspection  or  survey  unless  the  visit,  inspection  or survey
discloses  that  the  Lessee is in breach of its material obligations under this
Agreement,  in  which case such costs and expenses, if reasonable, shall be paid
by  the  Lessee  on  demand.

c.     The  Lessor  shall:

i.     have  no  duty  to  make,  or  liability  arising out of, any such visit,
inspection  or  survey;  and

ii.     so  long  as  no  Event  of  Default has occurred and is continuing, not
exercise  such  right  other  than on reasonable notice and so as not to disrupt
unreasonably  the  maintenance  or  operation  of  the  Aircraft.

8.7.     Protection  of  TitleProtection  of  Title
         ---------------------

The  Lessee  shall:

a.     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  mortgagee  of  the Aircraft and assignee of this Agreement or the validity,
enforceability  or  priority  of  any  Mortgage;

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

c.     not  at  any  time:

i.     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

ii.     pledge  the  credit  of  the  Lessor;

d.     ensure  that  there  is  always  affixed,  and  not removed or in any way
obscured,  a  fireproof plate (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 Aerovias de Mexico, S.A. de C.V. Owner:
                                                                        -----
              Investors Asset Holding Corp., not in its Individual
                      Capacity but Solely as Owner Trustee
   Mortgagee: General Electric Capital Corporation as Agent, Lender and Secured
   ---------
                                     Party"
                                     ---

and  Lessee  agrees  to make such changes to such lease identification plates as
Lessor  may  reasonably  request  from  time  to time, at the expense of Lessor.

e.     not  create  or  permit to exist any Security Interest upon the Aircraft,
any  Engine  or  any  Part;

f.     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;

g.     not  abandon  the  Aircraft,  the  Engine  or  any  Part;

h.     pay  or  discharge or cause to be paid or discharged when due and payable
or  make  adequate  provision  by  way  of  security or otherwise for all debts,
damages,  claims  and  liabilities of Lessee, any Affiliate thereof or any other
party  acting  by  or  through  Lessee  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;

i.     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;  and

j.     do  or  cause  to be done, at its sole cost and expense, any and all acts
and  things which are required under the terms of any applicable law (other than
Federal  Aviation  Law)  involving any jurisdiction in which Lessee operates, or
any and all acts and things which the Lessor or any Lessor Lender may reasonably
request,  to  perfect  and  preserve Lessor's ownership rights regarding and any
Lessor  Lender's  security  interest  in  and  to  the  Aircraft within any such
jurisdiction.

8.8.     GeneralGeneral
         -------

The  Lessee  will:

a.     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;

b.     preserve  its corporate existence, and will not merge or consolidate with
any  Person  unless  the  successor  Person  resulting  from  such  merger  or
consolidation  (the  "Successor"):

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

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

iii.     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;

iv.     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

v.     shall deliver to the Lessor an opinion of counsel reasonably satisfactory
in  form  and substance to the Lessor to the effect that the agreements referred
to  in  sub-clauses (iii) and (iv) above constitute the Successor's legal, valid
and  binding  obligations;  and

c.     other  than  pursuant  to a Sub-Lease permitted under Section 8.5 hereof,
ensure  that  no  change will occur in the Habitual Base of the Aircraft without
the  prior  written  consent  of  the  Lessor.

8.9.     RecordsRecords
         -------

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 for FAR Part 129
operators  and  otherwise by applicable law), and shall keep the records in such
manner  as  the Aviation Authority 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.

8.10.     Registration  and  FilingsRegistration  and  Filings
          --------------------------

The  Lessee  shall:

a.     not do or suffer to be done anything that might reasonably be expected to
adversely affect the registration of the Aircraft with the Aviation Authority or
any filing necessary with the DGAC (to the extent that such is the Lessee's, and
not  the Lessor's, obligation under applicable law), or the title or interest of
Lessor  and  the security interest of any Lessor Lender in the Aircraft and this
Agreement;

b.     do  all acts and things (including making any filing or registration with
the  Aviation  Authority, the DGAC or any other Government Entity) and executing
and  delivering all documents (including any amendment of this Agreement) as may
be  reasonably  required  by  the  Lessor:

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

ii.     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

iii.     to establish, maintain, preserve, perfect and protect the rights of the
Lessor  under  this  Agreement;  and

c.     within  thirty  (30) days after the Delivery Date, cause a notarized copy
of  this  Agreement,  together  with  certified  Spanish  translation  of  this
Agreement, to be filed with the DGAC and deliver a certified copy of such filing
to  the  Lessor.

8.11.     Maintenance  and  RepairMaintenance  and  Repair
          ------------------------

The  Lessee  shall:

a.     keep  the  Aircraft  airworthy  in  all  respects  and in good repair and
condition;

b.     not  make  any  material change to the Agreed Maintenance Program without
the  approval  of  the  Aviation Authority, and not change the intervals between
Major  Checks  of  the  Airframe  without  the  consent  of  Lessor,  not  to be
unreasonably  withheld;

c.     maintain  the  Aircraft in accordance with the Agreed Maintenance Program
through  Agreed  Maintenance Performers and perform (at the respective intervals
provided  in  and  to the extent required by the Agreed Maintenance Program) all
Major  Checks;

d.     maintain the Aircraft in accordance with FAA Part 129 and any other rules
and  regulations  of  the  Aviation  Authority  as  are  applicable to passenger
category aircraft of the same type as the Aircraft operated by non-United States
air  carriers;  provided,  that after providing the Lessor with a certificate of
its  President,  Director of Finance or chief internal legal counsel stating all
relevant  facts  with  respect  thereto,  Lessee  may,  in  good  faith  and  by
appropriate  procedures, contest the validity or application of any such rule or
regulation  in  any reasonable manner which does not materially adversely affect
the  Lessor,  or  any  of its interests in or to the Aircraft or this Agreement;

e.     comply  with  all  mandatory  inspection  and  modification requirements,
airworthiness  directives  and  similar requirements applicable to the Aircraft,
any  Engine  or  Part  having  a  compliance  date  during the Term and that are
required  by  the  Aviation Authority; provided, that after providing the Lessor
with a certificate of its President, Director of Finance or chief internal legal
counsel  stating  all  relevant  facts with respect thereto, Lessee may, in good
faith  and by appropriate procedures, contest the validity or application of any
such  requirements  or  airworthiness  directives in any reasonable manner which
does  not materially adversely affect the Lessor, or  any of its interests in or
to  the  Aircraft  or  this  Agreement;

f.     comply with all mandatory service bulletins issued by any manufacturer of
the  Aircraft,  Engines  or  Parts  and  comply with all other service bulletins
issued  by  any such manufacturer if and to the extent that the Lessee generally
complies  with  such  other service bulletins in relation to the other leased or
owned  Boeing/McDonnell  Douglas  MD-87  aircraft  in  its  fleet;

g.     comply  with  all  applicable  laws  and  the regulations of the Aviation
Authority  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;
provided,  that  after providing the Lessor with a certificate of its President,
Director  of  Finance or chief internal legal counsel stating all relevant facts
with  respect  thereto,  the  Lessee  may,  in  good  faith  and  by appropriate
procedures,  contest  the  validity  or  application  of any such regulations or
requirements in any reasonable manner which does not materially adversely affect
the  Lessor,  or  any  of its interests in or to the Aircraft or this Agreement;

h.     maintain  in good standing a current Certificate of Airworthiness for the
Aircraft issued by the Aviation Authority 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;

i.     maintain  the  Engines  with respect to overhaul build standards and disc
replacements at a level which 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;

j.     maintain  the  Engines  and  the  APU  in  an  "on  condition" program in
accordance  with  the  Approved  Maintenance  Program;

k.     subject to Clause 11.1(c), 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  Clause  8.13(a);  and

l.     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.

8.12     Removal  of  Engines  and  PartsRemoval  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:

a.     if  replaced  as  expressly  permitted  by  this  Agreement;  or

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

c.     pursuant  to,  and  in  accordance  with,  Clause  8.15;

d.     pursuant  to,  and  in  accordance  with,  Schedule  5,  Clause  2(b); or

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

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

iii.     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  Clause 8.13(a) as soon as practicable and in any event no later
than  the  Expiry  Date.

8.13.     Installation  of  Engines  and  PartsInstallation of Engines and Parts
          -------------------------------------

a.     The  Lessee  will  ensure that, except as permitted by this Agreement, no
engine  or  part  is  installed  on  the  Aircraft  unless:

i.     in  the  case  of  an engine, it is an engine of the same model 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;

ii.     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; provided, that the replacement
of  parts  will  not, in the aggregate, result in the material diminution in the
value  or  utility  of  the  Aircraft;

iii.     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;  and

iv.     in  each  case,  the  Lessee  has  full  details  as  to  its source and
maintenance  records  as  required  by  the  Aviation  Authority  for  Part  129
operators.

b.     If  no Event of Default has occurred which is continuing, the Lessee will
be  entitled to install any engine or part on the Aircraft by way of replacement
notwithstanding  Clause  8.13(a)  if:

i.     there  is  not  available to the Lessee at the time and in the place that
engine  or part is required to be installed on the Aircraft a replacement engine
or  part  complying  with  the  requirements  of  Clause  8.13(a);

ii.     it  would  result  in an unreasonable disruption of the operation of the
Aircraft or the business of the Lessee to ground the Aircraft until an engine or
part  complying  with  Clause  8.13(a) becomes available for installation on the
Aircraft;  and

iii.     as  soon  as practicable after installation of the same on the Aircraft
but,  in  any  event, no later than the Expiry Date, the Lessee removes any such
engine  or  part and replaces it with the Engine or Part replaced by it or by an
engine  or  part  complying  with  Clause  8.13(a).

c.     The  Lessor  agrees,  for  the benefit of the Lessee and any mortgagee or
holder  of  any  other  Security  Interest  in any engine or part (other than an
Engine  or  Part)  owned  by the Lessee, any lessor of any engine or part (other
than  an  Engine or Part leased to the Lessee) and any conditional vendor of any
engine  or part (other than an Engine or Part purchased by the Lessee subject to
a  conditional  sale  agreement or any other security agreement), that no right,
title  to  or interest in any such engine or part shall be exercised or asserted
by  the Lessor and the Lessor acknowledges and confirms that it will not acquire
any right, title or interest to or in any such engine or part as a result of its
installation  on  the  Airframe.

8.14     Non-Installed  Engines  and  PartsNon-Installed  Engines  and  Parts
         ----------------------------------

a.     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, properly and safely stored and kept
free  from  Security  Interests.

b.     Notwithstanding  sub-clause  (a),  the  Lessee  shall be permitted, if no
Event  of  Default  has  occurred and is continuing, to install any Engine on an
airframe  and  any  Part  on  an  airframe  or  engine:

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

ii.     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  mortgagee  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  mortgagee  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  PartsPooling  of  Engines  and  Parts
          --------------------------------

The  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 not to 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:

a.     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

b.     which  does not contemplate the transfer of title to the pooled Engine or
Part;  and

c.     either  provides  that the Lessor (or any mortgagee 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 Clause 8.13(a) if the Engine or Part is
destroyed.

8.16.     Equipment  ChangesEquipment  Changes
          ------------------

a.     The  Lessee  will  not  make any modification or addition to the Aircraft
(each  an  "Equipment  Change"),  except  for  an  Equipment  Change  that:

i.     is  expressly  permitted  or  required  by  any  other  provision of this
Agreement,  or

ii.     the  Lessee  may  deem  desirable in the proper conduct of its business,
provided that no such Equipment Change impairs the condition or airworthiness of
the  Aircraft,  or diminishes the value, useful life or utility of the Airframe,
Engine  or  Part,  or

iii.     has  the  prior  written  approval  of  the  Lessor,  or

iv.     is  made  in  order  to  conform  the  configuration  of the Aircraft to
Lessee's  standard  configuration  for  MD-87  aircraft.

b.     So long as no Event of Default has occurred and is continuing, the Lessee
may  remove  any Equipment Change if it can be removed from the Aircraft without
diminishing  or  impairing the value, utility, condition or airworthiness of the
Aircraft  as  compared  to  its  value,  utility,  condition  or  airworthiness
immediately  prior  to  the  Equipment  Change  assuming the Aircraft was in the
condition  required  by  this  Agreement  prior  to  the  Equipment  Change.

8.17.     Title  to  PartsTitle  to  Parts
          ----------------

a.     Subject  to Clause 8.13(c), title to all parts installed on the Aircraft,
whether  by way of replacement as the result of an Equipment Change or otherwise
(except  those  installed  pursuant  to  Clause  8.13(b) or Clause 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.

b.     Except  as  referred to in Clause 8.16(b), 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 and is continuing, pass
to  the  Lessee.


8.18     Third  PartiesThird  Parties
         --------------

The  Lessee shall ensure that no Person having possession of the Aircraft during
the  Term  (other  than  the  Lessor or any party acting through or on behalf of
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.

9.     INSURANCEINSURANCE
       ---------

9.1.     InsurancesInsurances
         ----------

The  Lessee will maintain in full force and effect during the Term insurances in
respect  of  the  Aircraft  in form and substance reasonably satisfactory to the
Lessor (the "Insurances" which expression includes, where the context so admits,
any  relevant  re-insurances).  The  Insurances  will  be  effected  either:

a.     on  a  direct  basis  with  insurers  of recognized standing who normally
participate  in  aviation  insurances  in  the  leading  international insurance
markets and led by reputable underwriters reasonably satisfactory to the Lessor;
or

b.     with a single insurer or group of insurers reasonably satisfactory to the
Lessor  who does not retain the risk, but effects substantial reinsurance in the
leading  international  insurance  markets  and through brokers and underwriters
each  of  recognized  standing  and  reasonably  acceptable  to the Lessor for a
percentage  reasonably  acceptable  to  the  Lessor  of  all  risks insured (the
"Reinsurances"),

and  the  Lessor  acknowledges  and  confirms  that  the current deductibles and
exclusions,  together  with  the existing brokers and insurers in respect of the
insurances  maintained by Lessee on the date of this Agreement are acceptable to
it.

9.2.     RequirementsRequirements
         ------------

The  Lessor's  current  requirements  as  to Insurances are as specified in this
Clause  and in Part 1 of Schedule 6.  The Lessor may from time to time stipulate
such  other  requirements  for the Insurances as the Lessor reasonably considers
necessary  to  ensure  that  the  scope  and  level  of  cover  is maintained in
accordance with the then prevailing industry practice in relation to aircraft of
the  same  type as the Aircraft and in relation to operators of similar standing
to  the  Lessee.  In the event that the Lessor proposes any such stipulation, it
shall  notify the Lessee accordingly and the Lessor and/or its brokers will then
consult  in  good  faith with the Lessee and the Lessee's brokers with regard to
such  proposed  stipulation.  If, following the consultation, the Lessor and the
Lessee  are satisfied that the stipulation should be made, the Lessee shall then
comply with the stipulated requirements.  If, however, the Lessor and the Lessee
do  not agree regarding the proposed stipulation, the Lessor and the Lessee (and
their respective brokers) shall agree upon and name a third broker, to determine
whether  the  proposed stipulation is required in order to ensure that the scope
and level of cover is maintained in accordance with the then prevailing industry
practice  in  relation to aircraft of the same type and in relation to operators
of  similar standing to the Lessee.  The party whose position is not accepted by
the  third  broker shall pay all costs and expenses of such broker in connection
with  the  making  of  its  determination.

9.3.     Insurance  CovenantsInsurance  Covenants
         --------------------

The  Lessee  shall:

a.     ensure  that  all legal requirements as to insurance of the Aircraft, any
Engine  or  any  Part  that  may from time to time be imposed by the laws of the
State  of  Registration  or any jurisdiction to, from or over which the Aircraft
may be flown, in so far as they affect or concern the operation of the Aircraft,
are  complied  with and, in particular, those requirements compliance with which
is  necessary  to  ensure  that:

i.     the  Aircraft  does  not  become  subject  to  detention  or  forfeiture;

ii.     the  Insurances  remain  valid  and  in  full  force  and  effect;  and

iii.     the  interests of the Indemnitees in the Insurances and the Aircraft or
any  Part  are  not  thereby  prejudiced;

b.     not  use, cause or permit the Aircraft, any Engine or any Part to be used
for  any  purpose  or in any manner not covered by the Insurances or outside any
geographical  limit  imposed  by  the  Insurances;

c.     comply with the terms and conditions of each policy of the Insurances and
not  do,  consent  or  agree  to  any  act  or  omission  that:

i.     invalidates  or  may reasonably be expected to invalidate the Insurances;

ii.     renders  or  may  reasonably  be expected to render void or voidable the
whole  or  any  part  of  any  of  the  Insurances;  or

iii.     brings  any  particular  liability  within  the  scope of an exclusion,
exception  or  sub-limit  to  the  Insurances;

d.     not  take  out  without  the  prior  written  approval  of the Lessor any
insurance or reinsurance in respect of the Aircraft other than those required or
permitted  under  this  Agreement  unless  relating  solely  to hull total loss,
business interruption, engine break-down, profit commission and deductible risk;

e.     commence  renewal  procedures at least 30 days prior to the expiration of
any  of  the  Insurances  and  provide  to  the  Lessor:

i.     if  requested  by  the  Lessor,  a  written  status  report  of  renewal
negotiations  14  days  prior  to  each  expiration  date;

ii.     telefaxed confirmation of completion of renewal prior to each expiration
date;  and

iii.     certificates  of  insurance  (and  where  appropriate  certificates  of
reinsurance),  and broker's (and any reinsurance brokers') letter of undertaking
substantially  in the form set out in Parts 2 and 3 of Schedule 6, detailing the
coverage  and  confirming  the  insurers' (and any reinsurers') agreement to the
specified  insurance requirements of this Agreement within seven days after each
renewal  date;

f.     provide to the Lessor copies of those documents evidencing the Insurances
which the Lessor may reasonably request (but not including information regarding
premiums);

g.     on  request,  provide  to the Lessor evidence that the Insurance premiums
have  been  paid;

h.     not  make  any  modification or alteration to the Insurances material and
adverse  to  the  interests  of  any  of  the  Indemnitees;

i.     be  responsible  for  any  deductible  under  the  Insurances;  and

j.     provide  any  other  insurance  and  reinsurance  related information, or
assistance,  in  respect  of the Insurances as the Lessor may reasonably request
(but  not  including  copies  of  the insurance policies (unless a dispute as to
coverage  arises)  or  information  regarding  premiums).

9.4.     Failure  to  InsureFailure  to  Insure
         -------------------

If  the  Lessee  fails  to  maintain  the  Insurances  in  compliance  with this
Agreement,  or to provide Lessor with the evidence thereof required under Clause
9, each of the Indemnitees will be entitled but not obligated (without prejudice
to  any  other  rights  of  the  Lessor  under  this  Agreement):

a.     to pay the premiums due or to effect and maintain insurances satisfactory
to  it  or  otherwise  remedy  the Lessee's failure in such manner (including to
effect  and  maintain an "owner's interest" policy) as it considers appropriate.
Any sums so expended by it will become immediately due and payable by the Lessee
to  the  Lessor on demand (and Lessor will endeavor to make such demand promptly
following  the incurring of such expenditure), together with interest thereon at
the  Default  Rate  from  the  date  of  expenditure  by  it  up  to the date of
reimbursement  by  the  Lessee  (before  and  after  any  judgment);  and

b.     at  any  time while such failure is continuing to require the Aircraft to
remain  at  any airport or to proceed to and remain at any airport designated by
it  until  the  failure  is  remedied  to  its  reasonable  satisfaction.

9.5.     Continuing  IndemnityContinuing  Indemnity
         ---------------------

The  Lessor may require the Lessee to effect and to maintain insurance after the
Expiry Date with respect to its liability under the indemnities in Clause 10 for
such period as the Lessor may reasonably require (but in any event not more than
the  lesser  of  two  years or until the next Major Check which "zero times" the
Aircraft  under  MSG-3)  providing for each Indemnitee to be named as additional
insured.  The Lessee's obligation under this Clause 9.6 shall not be affected by
the  Lessee  ceasing  to  be  lessee  of  the Aircraft or any of the Indemnitees
ceasing  to  have any interest in respect of the Aircraft.  Such insurance shall
be  maintained  at  the  cost of Lessee until the Aircraft has been returned and
Lessee  has  performed  its  obligations  relating  to  such  return  under this
Agreement  and,  thereafter,  at  the  cost  of  Lessor.

9.6.     Application  of  Insurance  ProceedsApplication  of  Insurance Proceeds
         ------------------------------------

As  between  the  Lessor  and  the  Lessee:

a.     All  insurance  payments  received  as  the  result of a Total Loss or an
Engine  Loss  occurring  during  the  Term  will  be  paid to the Lessor (or any
mortgagee  designated  by Lessor), and the Lessor shall promptly pay the balance
of  those  amounts  to  the  Lessee  after deduction of all amounts then due and
payable by the Lessee to the Lessor under this Agreement, including under Clause
11.1(b)  and  Clause  11.1(c).

b.     All  insurance proceeds in respect of any damage or loss to the Aircraft,
any  Engine  or any Part occurring during the Term not constituting a Total Loss
and  in  excess  of the Damage Notification Threshold will be paid to the Lessor
(or any mortgagee designated by Lessor)  and applied in payment (or to reimburse
the Lessee) for repairs or replacement property upon the Lessor being reasonably
satisfied  that the repairs or replacement have been effected in accordance with
this  Agreement.  The  insurer  may  pay insurance proceeds in amounts below the
Damage  Notification  Threshold  directly  to the Lessee.  Any balance remaining
shall  be  paid  to  or  retained  by  the  Lessee.

c.     All  insurance  proceeds in respect of third party liability will, except
to  the  extent paid by the insurers to the relevant third party, be paid to the
Lessor to be paid directly in satisfaction of the relevant liability or promptly
to  the  Lessee  in  reimbursement  of  any  payment  so  made.

d.     Notwithstanding  Clauses  9.6(a),  (b)  and  (c),  if  at the time of the
payment  of any such insurance proceeds a Default has occurred and is continuing
all  such  proceeds  will be paid to or retained by the Lessor (or any mortgagee
designated  by Lessor)  to be applied toward payment of any amounts then due and
payable  by the Lessee in such order as the Lessor sees fit or as the Lessor may
elect.  In the event that the Lessee remedies any such Default to the reasonable
satisfaction  of  the  Lessor,  the Lessor shall procure that all such insurance
proceeds  then  held  by the Lessor in excess of the amounts (if any) applied by
the  Lessor  (or  any  mortgagee  designated by Lessor)  in accordance with this
sub-clause  (d)  shall  be  paid  promptly  to  the  Lessee.

9.7.     Additional  InsuranceAdditional  Insurance
         ---------------------

The  Lessee agrees to procure any additional Insurances as at any time requested
by the Lessor and Lessor agrees to reimburse the Lessee for the cost of, and all
reasonable  expenses  incurred  in  obtaining,  any  such additional Insurances.

10.     INDEMNITYINDEMNITY
        ---------

10.1.     GeneralGeneral
          -------

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):

a.     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;

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

c.     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,

but  excluding  any  Claim  to  the  extent  that:

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

ii.     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;

iii.     it  constitutes  a  Lessor  Tax  or  Lessor  Lien;

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

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

vi.     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 an Event of
Default;  or

vii.     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.

10.2.     MitigationMitigation
          ----------

a.     The  Lessor agrees that it shall, as soon as reasonably practicable after
it  becomes  aware  of  any  circumstances  that  would,  or would reasonably be
expected  to,  become  the  subject  of  a claim for indemnification pursuant to
Clause  10.1,  notify  the  Lessee  in writing accordingly.  The Lessor (and any
other  Indemnitee  seeking  indemnification,  as the case may be) and the Lessee
shall  then  consult  with  one another in good faith in order to determine what
action  (if  any)  may reasonably be taken to avoid or mitigate such Claim.  The
Lessee  shall  have  the  right to take all reasonable action (on behalf and, if
necessary,  in  the  name  of  the  Lessor or such other Indemnitee) in order to
resist,  defend or settle (provided such settlement is accompanied by payment in
full  and  requires  no  admissions  or covenants by Lessor) any claims by third
parties  giving rise to such Claim, provided always that the Lessee shall not be
entitled  to  take  any  such  action  unless  adequate  provision,  reasonably
satisfactory  to  the  Lessor and such other Indemnitee, shall have been made in
respect  of  the third party claim and the costs thereof.  The Lessee or, if the
Lessee's  insurers  have  confirmed  that  the  Claim  is  covered  by  Lessee's
Insurances,  the  Lessee's  insurers  shall be entitled to select any counsel to
represent  it  or  them, the Lessor and such other Indemnitee in connection with
any such action, subject in the case of Lessee to the approval of the Lessor and
such  other  Indemnitee  (such approval not to be unreasonably withheld) and any
action  taken by the Lessee shall be on a full indemnity basis in respect of the
Lessor  and  such  other  Indemnitee.

b.     Any sums paid by the Lessee to the Lessor or any Indemnitee in respect of
any  Claim  pursuant to Clause 10.1 shall be paid subject to the condition that,
in  the  event  that the Lessor or such Indemnitee is subsequently reimbursed in
respect  of that Claim by any other Person, the Lessor or such Indemnitee shall,
provided  no  Default shall have occurred and be continuing, promptly pay to the
Lessee  an  amount  equal  to  the  sum  paid to it by the Lessee, including any
interest  on  such amount to the extent attributable thereto and received by the
Lessor or such Indemnitee, less any Tax payable by the Lessor or such Indemnitee
in  respect  of  such  reimbursement.

c.     Upon  the  making  of  any indemnity payment pursuant to Clause 10.1, the
Lessee, without any further action, shall be subrogated to any claims the Lessor
may  have  relating thereto to the extent of such payment.  The Lessor agrees to
give  such  further assurances or agreements and to cooperate with the Lessee to
permit  the  Lessee  to  pursue  such  claims,  if any, to the extent reasonably
requested  by  the  Lessee  and  at  the  Lessee's  sole  cost  and  expense.

d.     In  the  event  that  the  Lessee shall have paid an amount to the Lessor
pursuant  to  Clause  10.1,  and  the Lessor subsequently shall be reimbursed in
respect  of  such  indemnified  amount  from  any other person, the Lessor shall
promptly (but not before the Lessee shall have made all payments then due to the
Lessor  under this Agreement) pay to the Lessee an amount equal to the amount of
such  reimbursement.

10.3.     Duration02Duration
          --------

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

11.     EVENTS  OF  LOSSEVENTS  OF  LOSS
        ----------------

11.1.     Total  LossTotal  Loss
          -----------

a.     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 and any other
amounts  paid  by the Lessee to the Lessor with respect to the Aircraft prior to
Delivery.

b.     Post-delivery:  If  a  Total  Loss occurs after Delivery, the Lessee will
       -------------
pay to the Lessor (or any mortgagee designated by Lessor), no later than 90 days
after  the Total Loss Date (the "Settlement Date"), the Termination Value on the
Settlement  Date,  less  any portion of Basic Rent previously paid by the Lessee
and corresponding to periods after the date of such payment, unless the Aircraft
is restored to the Lessor or the Lessee within that period (or, in the case of a
Total  Loss  coming  within  paragraph  (c)  of the definition of Total Loss and
involving  the  loss of the Lessor's title to the Aircraft, if both the Aircraft
and the Lessor's title thereto are restored to the Lessor or, in the case of the
Aircraft,  to  the  Lessee).  The  receipt  by  the  Lessor  (or  any  mortgagee
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  Termination  Value  to the Lessor pursuant to this sub-clause (b),
provided  such  proceeds  are  not  less than an amount equal to the Termination
Value  less  an amount equal to the portion of any Basic Rent previously paid by
the  Lessee and corresponding to periods after the date of such payment.  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
Termination  Value,  less  an  amount  equal  to  the  portion of any Basic Rent
previously  paid  by  the  Lessee and corresponding to periods after the date of
such  payment,  to  the  Lessor; otherwise, the Lessee shall pay the Termination
Value,  less an amount equal to the portion of any Basic Rent previously paid by
the  Lessee  and corresponding to periods after the date of such payment, to the
Lessor  within  two  (2)  Business  Days following receipt by the Lessee of such
proceeds.  In  the  event  that  the  Lessee pays the Termination Value, less an
amount  equal to the portion of any Basic Rent previously paid by the Lessee and
corresponding  to  periods  after  the  date  of  such payment, to the Lessor in
accordance  with  this  sub-clause  (b), 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.

c.     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, has as
many  or more Flight Hours and Cycles available until the next scheduled checks,
inspections,  overhauls  and  shop  visits and has the same or greater value and
utility  as  the  lost  Engine  and that complies with the conditions set out in
Clause  8.13(a).  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  Clause  8.17(c).  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 Clause 11.1(c) shall result
in  any  increase  or  decrease  in  Basic  Rent  or  the  Termination  Value.

11.2.     RequisitionRequisition
          -----------

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

a.     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

b.     so long as no Event of Default has occurred and is continuing, 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 and is continuing, the
Lessor  may apply the compensation in or towards settlement of any amounts owing
by  the  Lessee  under  this  Agreement.  The  Lessor  shall hold all such sums.

12.     RETURN  OF  AIRCRAFTRETURN  OF  AIRCRAFT
        --------------------

12.1.     RedeliveryRedelivery
          ----------

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  in  a condition complying with this Clause 12 and Schedule 5, free and
clear  of  all  Security Interests (other than Lessor Liens); provided, however,
that  if  Lessor  designates an alternate Redelivery Location in the continental
United States of America then the Lessor shall reimburse the Lessee for the cost
of  a  ferry  flight  from  Mexico  City  International  Airport (or such closer
location  at  which  Lessee  has  then  placed  the  Aircraft) to such alternate
Redelivery  Location,  provided,  however,  that  if  such  cost is in excess of
$15,000.00  any excess shall not be reimbursed and shall be borne by the Lessee.

12.2.     Final  ChecksFinal  Checks
          -------------

Immediately prior to return of the Aircraft, Lessee shall perform the following:

a.     Lessee  shall  perform  (or  have  performed  by  an  Agreed  Maintenance
Performer)  a  "C"  check  or  its  equivalent, the work, if any, required to be
performed  within  thirty (30) days thereafter in accordance with the heavy work
cards,  the corresponding lower checks ("A" and "B" or equivalent) and any other
maintenance  and  inspections  tasks  that are a part thereof, all in accordance
with  the  Agreed  Maintenance  Program.  At return, the Airframe will have zero
Flight  Hours  since  such  "C"  check  or  its  equivalent  and  any such heavy
maintenance  work, except for the acceptance flights and the ferry flight to the
Redelivery  Location.  Lessee  will  also weigh the Aircraft.  Lessee shall also
perform during such check any other work reasonably requested by Lessor (and not
otherwise  required  under this Agreement) so long as such work does not prevent
Lessee  from  returning  the  Aircraft  on  the  Expiry  Date,  and Lessor shall
reimburse Lessee for the cost of such work based on its third-party labor rates.
The Lessor shall indemnify and hold harmless the Lessee from and against any and
all  costs  and  expenses incurred by the Lessee in the event the performance of
such  additional  work  causes  a  delay  in  the  return  of  the  Aircraft.

b.     Lessee  shall  perform  (or  have  performed  by  an  Agreed  Maintenance
Performer)  an internal and external corrosion inspection in accordance with the
manufacturer's  corrosion  prevention and control program ("CPCP") specified for
the  model  type  and  correct  any  discrepancies  in  accordance  with  the
recommendations  of  the  manufacturer  and the manufacturer's structural repair
manual  ("SRM").  In addition, all inspected areas will be properly treated with
corrosion  inhibitor  as  recommended  by  the  manufacturer.

c.     With  respect  to  the  Engines:

i.     Lessee shall perform a videotape borescope inspection of the low pressure
and  high  pressure  compressors and the turbine area of the Engines.  All items
beyond  the  applicable  Engine manufacturer's maintenance manual limits will be
rectified  at  Lessee's sole cost and expense.  No Engine will be "on watch" for
any  reason  requiring  special  or  out  of  sequence  inspection.

ii.     In  accordance  with  the  applicable manufacturer's maintenance manual,
Lessee  shall  perform a maximum power assurance run and condition, acceleration
and  bleed  valve  scheduling  checks on the Engines, and Lessee will record and
evaluate  the  Engine performance with Lessor and/or its representative entitled
to be present.  The performance and all operating parameters of each Engine will
be  within the limits specified in the Engine manufacturer's maintenance manual.

iii.     If  the Engine historical and technical records and the condition trend
monitoring  data  of any Engine or the APU indicate an abnormal acceleration (as
determined  with  reference to the applicable maintenance manual) in the rate of
deterioration  in  the  performance  of such Engine or APU, Lessee shall correct
such  conditions  causing  the  accelerated  rate  of  deterioration.

d.     Lessee  shall  remove  its  logo  and  exterior  markings.

12.3     Final  InspectionFinal  Inspection
         -----------------

a.     At  least  45 days before 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  and  APU  trend  monitoring data, (iv) a written summary of all
sampling  programs  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  FAR  Part  129  operators  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.

b.     During  the  30 days immediately prior to redelivery of the Aircraft, the
Lessee  will  make  the  Aircraft  available  to  the  Lessor  at  the  Lessee's
maintenance base for inspection (the "Final Inspection") in order to verify that
the  condition  of  the  Aircraft  complies  with  this  Agreement.

c.     At  the  request  of  Lessor, Lessee shall perform "bridging" maintenance
procedures  for  the  purpose  of  standardizing the Aircraft to the maintenance
program  of  any  subsequent  operator  of the Aircraft; provided, however, that
Lessor  shall  pay  to  Lessee  all  costs  and  expenses incurred by the Lessee
relating  to  the  "bridging"  procedures  and  the performance of such bridging
procedures  shall  not  materially disrupt Lessee's business or operations.  The
Lessor shall indemnify and hold harmless the Lessee from and against any and all
costs  and  expenses incurred by the Lessee in the event the performance of such
"bridging"  causes  a  delay  in  the  return  of  the  Aircraft.

d.     The  Lessor  shall  also be entitled, as part of the Final Inspection, to
require  the  Lessee  to  perform an acceptance flight of up to two hours (which
Lessee  may  perform  as part of the ferry flight to the Redelivery Location, if
any)  at  the Lessee's cost (with up to three of the Lessor's representatives as
on-board  observers)  and such further acceptance flights as may be necessary in
the  event that the first or subsequent flights do not confirm that the Aircraft
complies  with the requirements of this Agreement.  The Lessee's pilots shall be
in  control  of  such  acceptance  flights  at  all  times.

12.4.     Non-ComplianceNon-Compliance
          --------------

To  the  extent that, on the Expiry Date, the condition of the Aircraft does not
comply  with  this  Agreement,  the  Lessee  shall  at the option of the Lessor:

a.     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

b.     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 sub-clause (a), this Agreement will
remain  in  full  force  and effect, including the obligation to pay rent (which
Lessee  shall pay at the rate of $4,271.00 per day 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 Clause
12.2  and  a  ferry  flight  to  the  Redelivery  Location.

c.     The  Lessor  may  require  the Lessee to remove any Equipment Change that
would  diminish  or impair the value, utility, condition or airworthiness of the
Aircraft  and  to  restore the Aircraft to its condition prior to that Equipment
Change.

12.5.     Export  DocumentationExport  Documentation
          ---------------------

Upon  redelivery and upon request by the Lessor, 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,
if  any).

12.6.     AcknowledgmentAcknowledgment
          --------------

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  one  (1)  Business  Day  of the delivery of such
acknowledgment  the  Lessor  shall return the balance, if any, of the Deposit to
Lessee,  plus  accrued  interest (if the Deposit was in cash) in accordance with
Clause  5.14,  and  shall  send  the letter of credit to the applicable bank for
cancellation.

13.     DEFAULTDEFAULT
        -------

13.1.     EventsEvents
          ------

Each  of  the  following  events  will  constitute  an  Event  of  Default and a
repudiation  of  this  Agreement  by  the  Lessee:

a.     Non-payment:  the  Lessee  fails to pay any amount of Basic Rent and such
       -----------
failure  continues  for three Business Days after written notice from Lessor, or
Lessee  fails  to  pay  any  amount of Termination Value when due, or, after the
Lessor  gives  written notice to the Lessee that Supplemental Rent is due, fails
to  make any payment of  Supplemental Rent in accordance with the terms of  this
Agreement  and  such  failure  continues  for  15  days;  or

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

c.     Breach:  the  Lessee  fails  to  comply  with any other provision of this
       ------
Agreement  and  the  failure continues for 30 days after written notice from the
Lessor  to the Lessee, provided however, that, if such failure cannot reasonably
be  remedied  within such 30 day period and the Lessee is diligently undertaking
all  necessary  remedial  action, the 30 day period shall be extended once for a
further  30  days;  or

d.     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 and the Lessee's ability to comply
with  its obligations under this Agreement, and/or the Lessor's or any mortgagee
's  rights,  title  and  interest  to  and  in  the  Aircraft  and/or under this
Agreement,  are  thereby materially and adversely affected and, if the effect of
such  misrepresentation is curable, shall not have been cured within thirty days
after  the  Lessee's  receipt  of  written  notice  thereof  from the Lessor; or

e.     Cross  Default:
       --------------

i.     any  Financial  Indebtedness of the Lessee that exceeds $7,500,000 is not
paid  when  due  and  any  applicable  grace  period  shall  have  expired;

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

iii.     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);

provided  always,  in any such case, it shall not constitute an Event of Default
under  this  Agreement:

i.     if the relevant Financial Indebtedness constitutes non-recourse borrowing
or  financing;  or

ii.     if  the  non-payment,  acceleration, termination or event in question is
being  contested  by  the Lessee in good faith and on reasonable grounds and any
termination of agreement or enforcement of security through judicial process has
been  stayed  by  a  court  of  competent  jurisdiction;  or

f.     Approvals:  any  consent, authorization, license, certificate or approval
       ---------
of  or  registration  with or declaration to any Government Entity in connection
with  this  Agreement,  including:

i.     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

ii.     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 and is not reissued,
reinstated  or  renewed  within  30  days,  provided  however  that  any  such
modification,  withholding,  revocation,  suspension,  cancellation, withdrawal,
termination or non-renewal shall only constitute an Event of Default if it has a
material adverse effect on the Lessee's ability to perform its obligations under
this Agreement or the Lessor's rights, title and interest to and in the Aircraft
or  under  this  Agreement;  or

g.     Insolvency:
       ----------

i.     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

ii.     the  Lessee suspends making payments on all or any class of its debts or
a  moratorium  is  declared  in  respect  of  any  of  its  indebtedness;  or

h.     Bankruptcy  and  Similar  Proceedings:
       -------------------------------------

i.     Lessee  shall  consent  to  the  appointment  of  a  receiver, trustee or
liquidator  for  itself  or  for  a  substantial  part  of its property and such
appointment has a material adverse effect on the Lessee's ability to perform its
obligations  under  this  Agreement;  or

ii.     Lessee  shall  file  a  voluntary  petition in bankruptcy or a voluntary
petition or answer seeking reorganization in a proceeding under any laws dealing
with bankruptcy, concurso mercantil, 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; or

iii.     any  order,  judgment  or  decree  is  entered  by a court of competent
jurisdiction  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 ordering a substantial part of Lessee's property to be sequestered
and  such  sequestering  will  have  a  material  adverse effect on the Lessee's
ability  to  perform  its obligations under this Agreement, and such actions are
instituted  or  done  with  the  consent  of Lessee or, if instituted by another
Person,  the  order,  judgment  or  decree  is  not  dismissed,  remedied  or
relinquished  within  60  days;  or

iv.     a  petition  against  Lessee  in  a proceeding under any Bankruptcy Laws
shall  be  filed  and  shall  not  be  withdrawn  or  dismissed  within  60 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
assumption  of  jurisdiction,  custody  or  control will have a material adverse
effect  on  the Lessee's ability to perform its obligations under this Agreement
and  such  jurisdiction,  custody  or  control  remains in force unrelinquished,
unstayed  or  unterminated  for  a  period  of  60  days;  or

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

i.     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, provided that any such partial invalidity or
unenforceability shall only constitute an Event of Default if  it has a material
adverse  effect  on  the  Lessee's ability to perform its obligations under this
Agreement  or  the Lessor's rights, title and interest in and to the Aircraft or
under  this  Agreement;  or

j.     Suspension  of  Business:  the  Lessee  suspends  or ceases to carry on a
       ------------------------
substantial  part  of  its business and such suspension or cessation of business
will  have  a  material  adverse  effect  on the Lessee's ability to perform its
obligations  under  this  Agreement;  or

k.     Disposal:  the  Lessee  disposes  of a substantial part of its assets and
       --------
the  disposal of such assets will have a material adverse effect on the Lessee's
ability  to  perform  its  obligations under this Agreement, 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, Clause 8.8(b) or for the
purpose  of  any  other  reorganization  or amalgamation the terms of which have
received  the  previous  consent  in  writing  of  the  Lessor;  or

l.     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;  or

m.     Change  of  Ownership:  any  single  Person  or  group of Persons acquire
       ---------------------
control, directly or indirectly, of the Lessee where such acquisition of control
will  have  a  materially  adverse effect on the Lessee's ability to perform its
obligations  under  this Agreement or the Lessor's rights, title and interest in
and  to  the  Aircraft  or  under  this  Agreement).

13.2.     RightsRights
          ------

If  an Event of Default occurs, and for as long as it shall continue, the Lessor
may  at  its option (and without prejudice to any of its other rights under this
Agreement):

a.     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;  and/or

b.     proceed  by appropriate court action or actions to enforce performance of
this  Agreement  or  to recover damages for the breach of this Agreement; and/or

c.     either:

i.     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 the Redelivery Location;
or

ii.     by  serving  notice, require the Lessee to redeliver the Aircraft to the
Lessor  at  the  Redelivery  Location.
13.3.     Repossession  and  RemovalRepossession  and  Removal
          --------------------------

If  an Event of Default occurs, and for as long as it shall continue, the Lessor
may sell or otherwise deal with the Aircraft as if this Agreement had never been
made and the Lessee will, 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.

13.4.     Default  PaymentsDefault  Payments
          -----------------

If  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:

a.     all unpaid Basic Rent and Supplemental Rent to and including the date the
Aircraft  is  returned  to  Lessor  (the  "Return  Date")  then  due and unpaid;

b.     if  the  Aircraft  is re-leased, the amount, if any, by which the present
value  of  the remaining Basic Rent due under this Lease, discounted at the rate
of  9.5%  per  annum  to  the Return Date ("PV Lease Rent"), exceeds the present
value of the periodic rent due under such re-lease commencing on the Return Date
and  continuing  for  the period that is co-extensive with the unexpired term of
this  Lease  or  such lesser period if the term of such re-lease is shorter than
such  unexpired  term, discounted to present value at the rate of 9.5% per annum
to  the  Return  Date;

c.     if the Aircraft is not re-leased or is sold, the amount, if any, by which
the  PV  Lease  Rent exceeds the present value of the fair market rent value for
the  Aircraft  as of the Return Date, discounted to present value at the rate of
9.5%  per  annum  to the Return Date; for purposes hereof, the "fair market rent
value"  of  the  Aircraft  shall be as specified in an appraisal by a recognized
independent  aircraft  appraiser  selected by Lessor and carried out pursuant to
prevailing  industry  standards  for  such  appraisals;

d.     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;

e.     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;  and

f.     any  loss,  cost,  expense  or  liability sustained or incurred by Lessor
owing  to  Lessee's  failure to redeliver the Aircraft on the date, at the place
and  in  the  condition  required  by  this  Agreement.

For  the avoidance of doubt, the provisions of Clause 5.9 will apply to any sums
payable  by  the  Lessee  pursuant  to  this  Clause  13.4.

14.     ASSIGNMENT  and  TRANSFERASSIGNMENT  and  TRANSFER
        -------------------------

14.1.     No  Assignment  by  LesseeNo  Assignment  by  Lessee
          --------------------------

The  Lessee  will  not assign or create or permit to exist any Security Interest
over  any  of  its  rights  under  this Agreement, except as expressly permitted
hereunder,  including  under  Clause  8.5  hereof.

14.2.     Lessor  AssignmentLessor  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.

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

i.     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");

ii.     the Transfer will not 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;

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

iv.     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 and agrees to be bound by all the terms of, and to
undertake  all  of  the  obligations of, the Lessor contained in this Agreement;

v.     either (x) the Transferee shall be a financial institution, a corporation
or  a  partnership having experience in aircraft leasing and with a net worth of
U.S.  $10,000,000 (United States Dollars Ten Million) and shall not be an entity
operating  or  having  a  bona  fide intent to operate on the same routes as the
Lessee; or (y) the Lessee has given its prior written consent to such assignment
(which  consent  shall  not  be  unreasonably  withheld  or  delayed);

vi.     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;  and

vii.     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.

b.     Upon any Transfer, the Transferee shall be deemed Lessor for all purposes
of  this  Agreement,  each  reference  in  this  Agreement to the "Lessor" shall
thereafter  be  deemed  for  all  purposes  to  refer to the Transferee, and the
transferor  shall  be  relieved  of  all  obligations of the "Lessor" 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.

c.     Upon  compliance by Lessor and a Transferee with the terms and conditions
of Clause 14.2(a), Lessee shall at the time of Transfer, at the specific written
request  and  at  the  sole  cost  and  expense  of  Lessor:

i.     execute  and  deliver  to  Lessor and to such Transferee an agreement, in
form and substance satisfactory to Lessor, Lessee and such Transferee, dated the
date  of  such  transfer,  consenting  to such transfer,  agreeing to pay 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";

ii.     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  Event  of  Default  has  occurred and is continuing or, if one is then
continuing,  describing  such  Event  of  Default;

iii.     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 substantially in the form set
out  in  Parts  2 and 3 of Schedule 6, 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 (subject to other
direction  by  the  Lessor);

iv.     deliver  to  Lessor  and to such Transferee an opinion of Lessee's chief
internal  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;

v.     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

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

14.3.     Grants  of  Security  InterestsGrants  of  Security  Interests
          -------------------------------

The  Lessor  shall  be  entitled  at any time after Delivery to grant a security
interest  in  the  Aircraft  or  its right, title and interest in this Agreement
(each,  a "Mortgage") in favor of any Person (each, a "Mortgagee").  In the case
of  any  such grant by Lessor of a Mortgage to a Mortgagee 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  cost  and  expense  of  Lessor:

a.     execute  and  delivery  to  Lessor and to such Mortgagee an agreement, in
form  and substance satisfactory to Lessor, such Mortgagee and Lessee, 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  Mortgagee  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  Mortgagee,  and (iii) agreeing that such Mortgagee 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  Mortgagee  was originally the "Lessor";

b.     execute  and  deliver to Lessor and such Mortgagee such agreements as the
Lessor  may  reasonably  require  for  the  purposes  of effecting all necessary
amendments  to  this  Agreement  (including Clauses 8, 9 and 10 and Schedule 6);

c.     deliver  to  Lessor  and  such  Mortgagee a certificate, signed by a duly
authorized  officer  of  Lessee, dated the date of the grant of the Mortgage, to
the effect that no Event of Default has occurred and is continuing or, if one is
then  continuing,  describing  such  Event  of  Default;

d.     cause  to  be  delivered  to  Lessor  and  such Mortgagee certificates of
insurance  (and where appropriate certificates of reinsurance) and broker's (and
any  reinsurance  brokers')  letter of undertaking substantially in the form set
out  in  Parts  2 and 3 of Schedule 6, detailing the coverage and confirming the
insurers'  (and  any  reinsurers')  agreement  to  the  specified  insurance
requirements  of  this Agreement, adding such Mortgagee as an additional insured
and,  if  requested  by  Lessor,  listing  such  Mortgagee  as  sole loss payee;

e.     deliver  to  Lessor  and  such  Mortgagee  an  opinion  of Lessee's chief
internal  counsel  to  the  effect  that  such Mortgagee 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
Mortgagee  was  an  original  addressee  of  such  opinion  when  given;  and

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

14.4.     Sale  and  Leaseback  by  LessorSale  and  Leaseback  by  Lessor
          --------------------------------

In  addition  to  the  Transfers  and  grants of Security Interests permitted by
Clauses 14.2 and 14.3, Lessor shall be entitled to transfer its right, title and
interests  in and to the Aircraft to any Person and lease the Aircraft from such
Person  (a  "Head Lessor"), and in such event Lessor shall retain its rights and
obligations  as  the "Lessor" under this Agreement.  In the event of such a sale
and  lease-back by Lessor, (a) the Lessor shall be entitled to assign its rights
in  this Agreement to such Head Lessor as security for its obligations under the
lease  from  the  Head  Lessor  (the "Head Lease"), (b) the Head Lessor shall be
entitled  to  grant  a Mortgage covering the Aircraft and this Agreement, (c) at
the sole cost and expense of Lessor, Lessee shall execute and deliver to Lessor,
such  Head Lessor and such Mortgagee, as appropriate, the documents specified in
Clauses  14.2(c)(i)  through  (vi)  and  Clauses  14.3(a) through (f) above, and
Lessee shall cooperate with Lessor to make such other changes to this Agreement,
such as including such Head Lessor and such Mortgagee as additional insureds and
"Indemnitees",  as  Lessor may reasonably request so long as such changes do not
adversely  affect  the  rights  or obligations of Lessee under this Agreement or
otherwise  adversely  affect  Lessee.

14.5.     Further  AcknowledgmentsFurther  Acknowledgments
          ------------------------

Lessee  further acknowledges that any Transferee or Mortgagee 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  Clause  14.

14.6.     Certain  Protections  for  Lessee's  BenefitCertain  Protections  for
          --------------------------------------------
Lessee's  Benefit

The rights of Lessee under this Agreement shall be superior to the rights of any
Mortgagee  or  Head Lessor, and the Lessor shall require each Mortgagee and Head
Lessor  to  agree  in  writing  with  the  Lessee that such Mortgagee's and Head
Lessor's  rights  in  and  to the Aircraft shall be subject to the terms of this
Agreement,  including  to  the  Lessee's rights to the quiet use, possession and
enjoyment provisions contained in this Agreement.  Prior to or at closing of any
financing  arrangement  pertaining to the Aircraft, the Lessee shall be entitled
to  receive  from  each  Lessor  Lender  a letter of quiet enjoyment in form and
substance  reasonably satisfactory to the Lessee.  Except as expressly set forth
in  this  Agreement,  no  Mortgage  or  Head  Lease  shall  increase  the
responsibilities,  obligations  or liabilities (including with respect to Taxes)
of  the  Lessee  or  deprive the Lessee of any of its rights or privileges under
this  Agreement  (including  the  right to register the Aircraft in the State of
Registration).  The  Lessor's obligations to perform the terms and conditions of
this  Agreement  shall  remain  in  full  force  and  effect notwithstanding the
creation of any Mortgage or Head Lease.  Lessor shall not create any Mortgage or
enter  into  any  Head  Lease  that  violates  the  terms  of  this Clause 14.6.

15.     MISCELLANEOUSMISCELLANEOUS
        -------------

15.1.     Waivers;  Remedies  CumulativeWaivers;  Remedies  Cumulative
          ------------------------------

The  rights  of  either  party  under  this  Agreement:

a.     may  be  exercised  as  often  as  necessary;

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

c.     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.     DelegationDelegation
          ----------

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  Clause  14.2(a).

15.3.     CertificatesCertificates
          ------------

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.     AppropriationAppropriation
          -------------

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  Indemnity2Currency  Indemnity
          -------------------

a.     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 United States Dollars (the "contract
currency")  in which the amount is expressed to be payable under this Agreement:

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

ii.     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, forthwith
on  demand,  pay  to  the Lessor an amount in the contract currency equal to the
deficit;  and

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

b.     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.     SeverabilitySeverability
          ------------

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

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

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

15.7.     RemedyRemedy
          ------

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 expended by the Lessor together with
all  costs  and expenses (including reasonable legal costs) necessarily incurred
in  connection  therewith.

15.8.     ExpensesExpenses
          --------

Each  party  shall  bear its own expenses incurred or payable in connection with
the  negotiation,  preparation  and execution of this Agreement, and shall share
the  fees  and  expenses  of  special FAA counsel retained by Lessor and Lessee.

15.9.     Time  of  EssenceTime  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.     NoticesNotices
           -------

a.     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:

i.     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 if
received  after 5:30 p.m. local time, by no later than 10:00 a.m. local time the
following  Business  Day,  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.

ii.     In  any  other  case,  when delivered to the address specified in Clause
15.10(b).

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

if  to  the  Lessor,  to  it  at::          Investors  Asset  Holding  Corp.
88  Broad  Street
Boston,  MA  02110
Attention:  James  Coyne
Telefax  No.:  +1-617-695-0596

with  a  copy  to:     Sigma  Aircraft  Management  LLC
     232  East  50th  Street
     New  York,  NY  10022
     Attention:  Jan  Melgaard,  President
     Telefax  No:  +1-212-752-9801

if  to  the  Lessee,  to  it  at:     Paseo  de  la  Reforma  445,  Piso  10
Mexico  City
Mexico  D.F.  06500
Attention:   Director  of  Finance
Telefax  No.:  +011-552-133-4606

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

15.11.     Law  and  JurisdictionLaw  and  Jurisdiction
           ----------------------

a.     THIS  AGREEMENT  SHALL,  IN  ALL  RESPECTS,  INCLUDING  ALL  MATTERS  OF
CONSTRUCTION,  VALIDITY  AND  PERFORMANCE,  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF NEW YORK APPLICABLE TO CONTRACTS
ENTERED  INTO  IN  THE  STATE  OF  NEW YORK BY RESIDENTS OF SUCH STATE AND TO BE
PERFORMED  ENTIRELY WITHIN SUCH STATE WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES  OF  CONFLICTS  OF  LAWS  (OTHER  THAN SECTION 5-1401 OF THE NEW YORK
GENERAL  OBLIGATIONS  LAW).  The  United Nations Convention on Contracts for the
International  Sale  of  Goods  shall  not  apply  to  this  Agreement.

b.     The  Lessor  and  the  Lessee  hereby  irrevocably agree to submit to the
jurisdiction  of  the  United States District Court for the Southern District of
New  York  and the Supreme Court of the State of New York located in the Borough
of  Manhattan,  County  of  New  York  (the "Agreed Courts") in the event of any
claims  or  disputes  arising  under  this  Agreement.  Such  submission  to
jurisdiction  shall not be construed so as to limit the right of either party to
take  proceedings  against the other in whatsoever jurisdiction shall to it seem
fit  nor  shall  the  taking  of  proceedings  in  any one or more jurisdictions
preclude  the  taking  of  proceedings  in  any  other  jurisdiction,  whether
concurrently  or  not.  Final judgment against Lessor or Lessee in any such suit
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment  or  as otherwise permitted by applicable law, a certified or true copy
of  which  shall  be  conclusive  evidence of the facts and of the amount of any
indebtedness or liability of Lessor or Lessee.  Each of Lessor and Lessee hereby
irrevocably  waives  any  objection  which  it  may now or hereafter have to the
laying  of  venue in any suit, action or proceeding brought in any Agreed Court,
and  irrevocably  waives  any  claim  that  any  such suit, action or proceeding
brought  in  any  Agreed  Court  has  been  brought  in  an  inconvenient forum.

c.     THE  LESSEE  AND  THE  LESSOR  HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING  TO  WHICH  THEY  ARE  PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT.

d.     Without  prejudice  to any other mode of service, the Lessee (i) appoints
CT Corporation System, 1633 Broadway, New York, New York 10019, as its agent for
service  of  process  relating  to  any proceedings before the Federal and State
courts  of  New  York in connection with this Agreement and agrees to maintain a
process  agent in New York City, and (ii) agrees that any failure by the process
agent  to  notify the Lessee of the process shall not invalidate the proceedings
concerned.

15.12.     Sole  and  Entire  AgreementSole  and  Entire  Agreement
           ----------------------------

This Agreement, and a Delivery and Discrepancy Procedures Agreement of even date
herewith,  are  the sole and entire agreements between the Lessor and the Lessee
in  relation  to  the  leasing  of  the  Aircraft,  and  supersede  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.

15.13.     IndemnitiesIndemnities
           -----------

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.

15.14.     CounterpartsCounterparts
           ------------

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



15.15.     ConfidentialityConfidentiality
           ---------------

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, Mortgagee or Head Lessor, 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.

     [SIGNATURE  PAGE  FOLLOWS]

<PAGE>
     IN  WITNESS WHEREOF Lessor and Lessee have executed this Lease Agreement on
the  date  shown  at  the  beginning  of  this  Agreement.


INVESTORS  ASSET  HOLDING  CORP.,  not  in its individual capacity except as set
forth  in  this  Agreement  but as owner trustee pursuant to the Trust Agreement



     By:_________________________________
Name:
Title:


     AEROVIAS  de  MEXICO,  S.A.  de  C.V.



By:_________________________________
Name:
Title:


     By:_________________________________
Name:
Title:

<PAGE>
     This  is  the  "Original  Executed  Counterpart"  of  this  Lease Agreement
received  this  ___  day  of  June,  2001  by  the  undersigned.

[                          ]



     By:_________________________________
Name:
Title:

<PAGE>
                                       -1-
 SCHEDULE 1 -- TERMINATION VALUESCHEDULE 1 -- TERMINATION VALUE; TERMINATION FEE

     (Termination  Value)

The  Termination Value shall be $13,000,000 but shall reduce by $900,000 on each
anniversary  of  the  Delivery  Date.





<PAGE>


                                       -2-

   SCHEDULE 2 -- DESCRIPTION OF AIRCRAFTSCHEDULE 2 -- DESCRIPTION OF AIRCRAFT

     Part  1

     (Aircraft  Specifications)



Manufacturer:  Boeing/McDonnell  Douglas
Model:  MD-87
Manufacturer's  Serial  No:  49587
U.S.  Registration  No.:  N753RA
Configuration:  12F  and  100Y
Engine  Type:  Pratt  &  Whitney  JT8D-219
Engine  Serial  Numbers:  708147  and  708177


<PAGE>
     Part  2

     (Aircraft  Documents)
<TABLE>
<CAPTION>

<C>  <S>                                 <C>                     <C>


 1.    *Aircraft Maintenance Manual      Rev 71 dated 02/01/01   4 each tapes
 2.    *Illustrated Parts Catalog (IPC)  Rev 276 dated 02/01/01  5 each tapes
 3.    *Wiring Diagram                   Rev 70 dated 02/01/01   2 each tapes
 4.    LAMMS                                        1 each book
 5.    SRM/NDT Manual                    Rev 84 dated 03/15/01   2 each tapes
 6.    Wiring Diagram-wire list                     1 each tape
 7.    Wiring Diagram Hook Up Chart                 1 each tape
 8.    Component Maintenance Manual      Rev 35 dated 02/01/01    2 each tape
 9.    Engine Manuals (P&W)              Rev 74 dated 11/05/00   4 each tapes
10.    Engine IPC (P&W)                  Rev 72 dated 11/15/00    1 each tape
11.    Standard Practices (P&W)          Rev 108 dated 12/01/00   1 each tape
12.    *Aircraft Flight Manual           dated 02/00              1 each book
</TABLE>


          a.     operating  procedures
          b.     system  description
          c.     JT8D  performance
     NOTE          *(manuals/books  given  to  Lessee  and  sent to Mexico City)
<PAGE>

                                       -2-

      SCHEDULE 3 -- CERTIFICATE OF ACCEPTANCE3 -- CERTIFICATE OF ACCEPTANCE


     This  Certificate  of  Acceptance  is  delivered  on  the date set forth in
paragraph  1  below  by  Aerovias  de  Mexico,  S.A.  de  C.V. (the "Lessee") to
Investors  Asset  Holding  Corp.,  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, 2001, 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 June, 2001, at
Oklahoma  City, Oklahoma, U.S.A., accepted the following, in accordance with the
provisions  of  the  Agreement  and  the  Annex  attached  hereto:

(a)     Airframe:  Boeing/McDonnell  Douglas  MD-87  airframe,  Manufacturer's
Serial  49587,  U.S.  Registration  No.  N753RA;

(b)     Engines:   two  Pratt & Whitney JT8D-219 Engines, bearing Manufacturer's
Serial  Nos.  708147  and  708177,  each  of which has 750 or more rated takeoff
horsepower;

(c)     All  Parts  installed on, attached to or appurtenant to the Airframe and
Engines;  and

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

2.     Lessee's  Confirmation.  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 Clauses 2.1 and
2.2  (other  than  Clause  2.2(c))  of  the  Agreement  are  hereby  repeated;

(b)     the  Aircraft  is  insured  as  required  by  the  Agreement;  and

(c)     the  Aircraft  and  Aircraft  Documents  have  been  made  available for
inspection  by  Lessee  to  Lessee's satisfaction prior to this date, Lessee has
performed  such  inspections  as  it  deems  necessary  and,  pursuant  to  such
inspections,  all  of  the Aircraft and the Aircraft Documents are in acceptable
condition  for  Lessee  to  enter  into  this Certificate of Acceptance, to take
Delivery  of  the  Aircraft and Aircraft Documents and to lease the Aircraft and
Aircraft  Documents  pursuant  to  the  Agreement.

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  Clause 2.4 of the Agreement are hereby repeated.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
IN  WITNESS WHEREOF Lessor and Lessee have executed this Certificate on the date
shown  at  the  beginning  of  this  Agreement.

     INVESTORS  ASSET  HOLDING  CORP.,
     as  Owner  Trustee



     By:_____________________________________
     Name:
Title:



     AEROVIAS  de  MEXICO,  S.A.  de  C.V.




     By:_____________________________________
     Name:
Title:




     By:_____________________________________
     Name:
                              Title:

<PAGE>

                                       -2-
     ANNEX  1

     MAINTENANCE  STATUS  AT  DELIVERY

     DATE:  June  __  ,  2001


AIRFRAME  TIME:

     Total  Flight  Hours     [          ]
Total  Cycles          [          ]

AIRFRAME  LIMITS:

     Type  of  Check:
Check  Interval:
Time  Since  Last  Check:

ENGINE  DATA:
<TABLE>
<CAPTION>

<S>            <C>       <C>

Position       No. 1     No. 2
Type           JT8D-219  JT8D-219
Serial Number    708147    708177
</TABLE>


<TABLE>
<CAPTION>

<S>                                          <C>  <C>  <C>

Total Flight Hours:                            [   ][  ]
Total Cycles:                                  [   ][  ]
Flight Hours Since Last Shop Visit:            [   ][  ]
Cycles Since Last Shop Visit:                  [   ][  ]
Flight Hours to Next Hard Limit:               [   ][  ]
Cycles to Next Hard Limit:                     [   ][  ]
Time Since Last Engine Refurbishment      [   ][    ]
</TABLE>



APU:
<TABLE>
<CAPTION>

<S>                                                     <C>  <C>

Type:                                                     [  ]
Serial Number:                                            [  ]
Total Flight Hours:                                       [  ]
Total Cycles:                                             [  ]
Flight Hours Since Last HSI Inspection:                   [  ]
Cycles Since Last HSI Inspection:                         [  ]
Flight Hours Remaining on Turbine and Compressor LLPs:    [  ]
Cycles Remaining on Turbine and Compressor LLPs:          [  ]
</TABLE>



LANDING  GEAR  LIMITS:

     Position:               Nose          Left          Right
Overhaul  Interval:
Time  Since  Overhaul:
Time  to  Next  Overhaul:

<PAGE>

                                       -5-




     SCHEDULE 4 -- CONDITION AT DELIVERYSCHEDULE 4 -- CONDITION AT DELIVERY

On  the  Delivery  Date,  the Aircraft shall be delivered by Lessor to Lessee in
accordance  with  the  procedures  and,  in  any event, in the condition set out
below:
1.1     FINAL  INSPECTION
Immediately  prior  to  the Delivery Date for the Aircraft, Lessor will make the
Aircraft  available  to  Lessee  for inspection ("Final Inspection") in order to
verify  that  the  condition  of  the Aircraft complies with this Agreement. The
Final  Inspection  will  include,  and  be  long  enough  to  permit  Lessee to:
(a)     inspect  the  Aircraft  Manuals  and  Technical  Records;
(b)     inspect  the  Aircraft  and  uninstalled  Parts;  and
(c)     inspect  the  Engines,  including  without  limitation  a complete video
borescope  inspection  and a maximum power assurance run of each Engine and APU.
Following  the  Final  Inspection and the Lessee's acceptance of the Aircraft in
accordance  with  the  Agreement, the Lessee shall conduct a ferry flight of the
Aircraft  to  Mexico City International Airport during which discrepancies shall
be  noted  for  the  first  and  the  last  hour of the flight (collectively the
"Observation Period").  All amounts reasonably incurred by Lessee for parts (but
not  for  labor  expense)  necessary  to correct discrepancies from the delivery
conditions  specified  in  this Exhibit 4 which are noted during the Observation
Period and relate solely to the operation of the Aircraft (and not to records or
issues  which  would otherwise be corrected during a periodical "C" check) shall
be  reimbursed  by Lessor in accordance with, and subject to the limitations set
forth  in,  Schedule  10(b).

1.2     GENERAL  CONDITION
The  Aircraft  shall:

(a)     be  equipped  with 2 Pratt & Whitney JT8D-219 Engines, one of which will
have  a  minimum of 6,400 Cycles remaining and the other with a minimum of 3,100
Cycles  remaining  to  removal of the most life limited part or scheduled repair
visit  under  the  previous  operator's  maintenance  program;

(b)     have  an  MTOW  of  140,000  lbs;

(c)     be  equipped  with  both  ACAS  and  FMS;

(d)     be  delivered  with  all records in the English language satisfactory to
the  Aviation  Authority, including, but not limited to traceability to birth on
life  limited  parts  and  hard  time  components;

(e)     have a valid U.S. certificate of airworthiness under FAR Part 121 and be
registered  in  the  United  States;

(f)     be  due  a  C  Check in accordance with the previous operator's approved
maintenance  program.

1.3     LANDING  GEAR
          The  landing  gears  shall  be  in  the  following  condition:
     NLG:     July  27,  1995  -  last  overhaul
               Less  than  16,400  hours  since  last  overhaul
               Less  than  12,700  cycles  since  last  overhaul

     MLG:     October  15,  1998  -  last  overhaul
               Less  than  6,800  hours  since  last  overhaul
               Less  than  5,800  cycles  since  last  overhaul

1.4     ADDITIONAL  DELIVERY  CONDITIONS
The  Aircraft  shall additionally be delivered by Lessor to Lessee in accordance
with  the  following  procedures  and  in  the  following  condition:
(a)     the  Aircraft  shall  have  a  valid  U.S. Certificate of Airworthiness;

(b)     the  Aircraft  shall  be  in  good  operating condition and airworthy in
accordance  with  the  previous operator's Maintenance Program applicable to the
Aircraft  and  the  Manufacturer's structural repair manual.  Except as provided
otherwise  in  this  Annex  I,  all  of  the Aircraft equipment, components, and
systems  shall  be  functioning  in  accordance  with  the  previous  operator's
Maintenance  Program;

(c)     the  Aircraft  shall  be  delivered  in the 12F and 100Y passenger cabin
configuration,  and  all  spare seats provided by the previous operator shall be
delivered  to  Lessee;

(d)     no special or unique Manufacturer, Engine manufacturer or FAA inspection
or check requirements, which are specific to the Aircraft or Engines (as opposed
to  all  aircraft  or  engines  of  their  types) will exist with respect to the
Airframe,  Engines  and  Aircraft  equipment,  components  and  systems;

(e)     Lessor  will  provide Lessee with a list of all Airworthiness Directives
and  other instructions of the FAA applicable to the Aircraft, which were issued
prior  to  the  Delivery  Date  (either  by  means  of  repetitive  inspections,
modifications or terminating action) and which have not been complied with prior
to  the Delivery Date.  Lessor will also provide Lessee with the material, parts
or  components necessary to accomplish such Airworthiness Directives at the next
"C"  Check  immediately  following  delivery  of  the  Aircraft  to  Lessee;

(f)     Lessor  will  provide Lessee with a list of all Manufacturer's Corrosion
Prevention  and Control Program (CPCP) task cards to be accomplished at the next
"C"  Check  in  accordance  with  the  previous  operator's  Maintenance Program
immediately  prior  to  delivery  of  the  Aircraft  to  Lessee;

(g)     all  no-charge  vendor  and Manufacturer's service bulletin kits for the
Aircraft received by Lessor from the previous operator but not installed thereon
will  be  on  board  the  Aircraft as cargo, and, at Lessee's request, any other
service bulletin kit which the previous operator paid for will also be delivered
to  Lessee  on  board  of  the  Aircraft, but Lessee will reimburse the previous
operator  for  its  actual  out-of-pocket  costs  for  such  kit;

(h)     the  Aircraft  will  be  free of any system-related leaks and any damage
resulting  therefrom.  All repairs will have been performed on a permanent basis
in  accordance  with  the  applicable  manufacturer's  instructions;

(i)     if  any  waivers,  alternate means of compliance (unless there exists no
permanent  terminating  action  repair and such alternate means of compliance is
transferable  to  other operators of the Aircraft), dispensations, extensions or
carry-overs with respect to Airworthiness Directives or operating or maintenance
requirements  are  granted  by  the  FAA or permitted by the previous operator's
Maintenance  Program,  Lessor  will cause the previous operator at its sole cost
and  expense  to  nonetheless  perform  such  Airworthiness Directives and other
operating  or  maintenance requirements on a terminating action basis as if such
waivers,  alternate  means  of  compliance,  dispensations or extensions did not
exist,  provided,  however,  if  such  waivers,  alternate  means of compliance,
        --------   -------
dispensations  or  extensions  are  generally  available  to  operators of MD-87
aircraft,  Lessor  shall  not  be  required  to  cause  the previous operator to
terminate  such  Airworthiness  Directives and/or other operating or maintenance
requirements  but  shall  be  required to cause the previous operator to perform
such  maintenance  and  inspections  as it is performing on its MD-87 fleet on a
non-discriminatory  basis;

(j)     at  Lessee's  request, Lessor will provide Lessee with a written summary
of  all  sampling  programs  involving  or  affecting  the  Aircraft;

(k)     prior  to  Delivery,  Lessor  shall cause the previous operator to paint
over  or  otherwise  remove  from  the Aircraft its logos, trade names and trade
dress,  in  accordance  with  the  previous  operator's  Maintenance  Program;

(l)     at  the  time  of  Delivery  of  the  Aircraft,  the  Aircraft  shall:

(i)     have  installed  the  full complement of Engines, which Engines shall be
Pratt & Whitney JT8D-219 Engines, and Parts and other equipment, accessories and
loose  equipment  as  would  remain installed in such Aircraft and shall be in a
condition  suitable  for  operation  in  commercial  service;  and

(ii)     comply  with  the  Manufacturer's  and  Engine  Manufacturer's original
specifications  therefor  and/or supported by relevant documentation approved by
the  Manufacturer  and  Engine  Manufacturer,  as  the  case  may  be;

(m)     the  Aircraft  shall  meet  the requirements of FAR Part 36, Appendix C,
Stage  3  noise  regulations  without  the  need to obtain a waiver or exemption
therefrom;

(n)     Lessee may, at its sole cost and expense, immediately prior to return of
the  Aircraft to Lessor by the previous operator, perform a borescope inspection
of  the  Engines  (hot  and  cold sections) and the APU.  Lessor shall cause all
items  beyond the applicable Engine Manufacturer's or APU manufacturer's, as the
case  may  be,  maintenance  manual  limits  to  be  rectified  at  the previous
operator's  sole  cost and expense.  No Engine will be "on watch" for any reason
requiring  special  or  out  of  sequence  inspection;

(o)     in accordance with the applicable maintenance manual, Lessor shall cause
the previous operator to accomplish a maximum power assurance run and condition,
acceleration  and  bleed  valve  scheduling checks on the Engines.  Lessor shall
cause  the previous operator to record and evaluate the Engine performance, with
Lessor,  Lessee  and/or  their respective representative entitled to be present.
The  performance  and all operating parameters of each Engine will be within the
limits specified in the Manufacturer's maintenance manual.  For the avoidance of
doubt,  such maximum power assurance run shall be a ground run at the redelivery
location  prior  to  the  redelivery  of  the Aircraft to Lessor by the previous
operator;

(p)     the APU shall be in serviceable condition having completed a hot section
inspection  no  later  than  April  17,  2001;

(q)     Lessor  shall provide to Lessee a list of all components or Parts of the
Aircraft  which  have  a  hard  time  limit  to overhaul and of all life-limited
components or Parts, and Lessor and Lessee will determine if any hard time limit
and  life-limited  components or Parts will have less than twelve (12) months or
2,000  Cycles  remaining  to  operate  pursuant  to  the  previous  operator's
Maintenance  Program.  In  the  event any of the hard time limit or life-limited
components  or  Parts will have less than the limits established in the previous
sentence, Lessee will replace such non-compliant components and Parts at the "C"
Check  immediately  after delivery of the Aircraft with compliant components and
Parts which Lessor shall supply, at its sole cost and expense (including cost of
the  components  and  Parts and shipment to the Lessee, but explicitly excluding
any  labor  cost),  and  Lessee  shall  immediately  return  the  exchanged,
non-compliant components and Parts to the previous operator at its Reno, Nevada,
location,  at  Lessor's  sole  cost  and  expense;

(r)     Lessor  shall provide to Lessee a list of all components or Parts of the
Aircraft  which  have  a calendar limit, and Lessor and Lessee will determine if
each  such  calendar  limit  component  or  Part  will have remaining to operate
pursuant  to  the  previous operator's Maintenance Program at least one (1) year
from  the  Delivery Date, except that emergency equipment will have remaining to
operate at least six (6) months from the Delivery Date.  In the event any of the
calendar limit components or Parts will have less than the limits established in
the  previous  sentence,  Lessee  will replace such non-compliant components and
Parts  at  the  next  "C"  Check immediately after delivery of the Aircraft with
compliant  components  and Parts which Lessor shall supply, at its sole cost and
expense  (including cost of the components and Parts and shipment to the Lessee,
but  explicitly  excluding  any labor cost), and Lessee shall immediately return
the  exchanged,  non-compliant  components and Parts to the previous operator at
its  Reno,  Nevada,  location,  at  Lessor's  sole  cost  and  expense;

(s)     the  Aircraft  fluid  reservoirs  (including  oil, oxygen, hydraulic and
water)  will  be serviced to full and the waste tank serviced in accordance with
Manufacturer's  instructions;

(t)     all  technical  records  and  manuals  shall  be  up  to  date,  in form
reasonably  acceptable  to  Lessee  and  with  no  deferred  maintenance  items
outstanding  under  the previous operator's Maintenance Program, unless normally
deferred  until  the  next heavy maintenance visit under the previous operator's
Maintenance  Program.  All  technical  records  shall  be  in  English;

(u)     the Aircraft shall be equipped with TCAS and windshear alert system; and

(v)     fuselage  repairs  shall be terminated and mapped in accordance with RAP
requirements.


<PAGE>

                                       -5-




SCHEDULE 5 -- OPERATING CONDITION AT REDELIVERYSCHEDULE 5 -- OPERATING CONDITION
                                  AT REDELIVERY

     On  the  Expiry Date the Aircraft, subject to fair wear and tear generally,
will  be  in  the  condition  set  out  below.

1.     General  Condition

The  Aircraft  will:

(a)     be  clean  by  international  airline  standards;

(b)     have  installed  the  full  complement  of  engines  and  other material
equipment,  parts  and accessories and loose equipment required under the Agreed
Maintenance  Program  and  installed in the other Boeing/McDonnell Douglas MD-87
aircraft  operated  by  Lessee  (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;

(c)     be  airworthy,  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 and within limits established by the manufacturer and
approved  by  the  Aviation  Authority, and all pilot discrepancies and deferred
maintenance  items  cleared  on  a  terminating  action  basis;

(d)     have  a  U.S.  Standard  Transport Category Certificate of Airworthiness
issued by the FAA in accordance with FAR Part 129 (or if required by the Lessor,
be  eligible for a valid export certificate of airworthiness with respect to the
Aircraft  issued  by  the  Aviation  Authority) and unconditionally meet all FAA
requirements  for  immediate  operations  under  FAR  Part  129;

(e)     comply with the manufacturer's original specification to the extent that
it so complied on the date of this Agreement and subject to any alterations made
pursuant  to  and  in  accordance  with  this  Agreement  after  such  date;

(f)     have undergone, immediately prior to redelivery, the MSG-3 equivalent of
a  "C"  Check  in  accordance  with  the  Agreed Maintenance Program so that all
Airframe  inspections  falling  due within the next 3,000 hours, 3,000 cycles or
twelve  months  (whichever  is  applicable  and  most  limiting) of operation in
accordance  with  the  Agreed  Maintenance  Program  have  been  accomplished;

(g)     if  the  Flight  Hours  of  the  Airframe  remaining until the scheduled
completion  of  the Major Checks (collectively, a "Complete Heavy Work Package")
on  the  Expiry  Date  are:

(i)     less  than on the Delivery Date, then the Lessee shall pay to the Lessor
an amount equal to the product of (a) the number of Flight Hours remaining until
the  scheduled completion of a Complete Heavy Work Package as of the Expiry Date
that  are  less  than  the  number of Flight Hours that were remaining until the
scheduled  completion  of  a Complete Heavy Work Package as of the Delivery Date
(b) multiplied by US$50.00, provided, however, that no payment shall be due from
                            --------  -------
Lessee  under this clause (g)(i) if, immediately preceding the redelivery of the
Aircraft,  the  Lessee  has  performed  a  Complete  Heavy  Work  Package;

(ii)     more than on the Delivery Date, then the Lessor shall pay to the Lessee
an amount equal to the product of (a) the number of Flight Hours remaining until
the  scheduled completion of a Complete Heavy Work Package as of the Expiry Date
that  are  more  than  the  number of Flight Hours that were remaining until the
scheduled  completion  of  a Complete Heavy Work Package as of the Delivery Date
(b)  multiplied  by  US$50.00;

For  the  avoidance  of  doubt,  any  amounts due to the Lessor pursuant to this
clause  (g)  may  be  set  off  against  any  amounts  due to Lessee pursuant to
paragraphs  (b) or (d) of Schedule 10 and a payment made for the net amount due;

(h)     have  complied  with  all  airworthiness directives and mandatory orders
affecting  that  model  of  Aircraft  issued  by the Aviation Authority (and, if
different,  the  FAA)  that  are  required  terminating  action during the Term;

(i)     no  special  or  unique  manufacturer  inspection  or check requirements
specific  to  the  Aircraft  will  exist  unless  there is no terminating action
available  from  any  source;

(j)     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;

(k)     be free of any system-related leaks which are outside maintenance manual
limitations;

(l)     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;

(m)     if  required under the Approved Maintenance Program, all fuel tanks will
have  recently  undergone  an  anti-fungus/biological  growth  contamination
laboratory  evaluation,  and  any  excessive  levels of contamination corrected;

(n)     have an FAA-approved aging aircraft program in operation and up-to-date;
and

(o)     have  all  signs  and  decals  clean,  secure  and  legible.

2.     Engines

(a)     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  have  at least 3,000 Cycles remaining until the next
scheduled  removal  for  engine  heavy  maintenance under the Agreed Maintenance
Program or removal of the most life limited part or known scheduled repair visit
under  the  Manufacturer's  maintenance  program.

(b)     On  the Expiry Date, the condition of each Engine shall be compared with
its  condition  on  the  Delivery  Date.  Then:
          (i)     Engines:
          (aa)     to the extent that, on the Expiry Date, there are more Cycles
since  the  last  off-wing  engine  (turbine,  not  section and compressor) full
restoration  based  on  an ESV2 under the manufacturer's maintenance program (an
"Engine  Refurbishment")  as  when  compared  with the condition of such Engines
since  the  last  Engine Refurbishment as of the Delivery Date, Lessee shall pay
compensation  to Lessor in an amount equal to US$80.00 multiplied by  the number
                                                       -------------
of  Cycles  in  the  difference;  or
          (bb)     to the extent that, on the Expiry Date, there are less Cycles
since  the last Engine Refurbishment as when compared with the condition of such
Engines  since  the  last  Engine  Refurbishment as of the Delivery Date, Lessor
shall  pay  compensation  to Lessee in an amount equal to US$80.00 multiplied by
the  number  of  Cycles  in  the  difference;  and
(ii)     Life  Limited  Parts:
Payment  for  Engine life limited part ("LLP") replacements shall be adjusted on
redelivery  for  the  pro-rata  value of any LLP changes accomplished during the
Term  based  on  the then current Pratt & Whitney catalogue prices in accordance
with  the  following:
(aa)     to  the extent that, on the Expiry Date, there are more Cycles flown on
any  LLP  as  compared with the condition of such LLP on the Delivery Date, then
Lessee  shall  pay compensation to Lessor in an amount equal to the relevant LLP
cycle  cost  (defined  for  2000  in  Schedule  7  and  as  amended over time by
manufacturer's  price  list  and which in the aggregate for 2000 is US$38.00 per
Cycle)  multiplied  by  the  number  of  Cycles  in  the  difference;  or
        --------------
(bb)     to  the extent that, on the Expiry Date, there are less Cycles flown on
any  LLP  as  compared with the condition of such LLP on the Delivery Date, then
Lessor  shall  pay compensation to Lessee in an amount equal to the relevant LLP
cycle cost (defined as per (aa) above) multiplied by the number of Cycles in the
                                       -------------
difference.
     Lessor  shall  consent  to  the workscope for the last Engine shop visit in
order  to  avoid  a  situation where, on redelivery of the Aircraft, the Engines
would  have  a materially greater remaining life until overhaul than they had at
the  Delivery Date.      Upon any default by Lessor of its obligation to pay any
compensation due to Lessee pursuant to Clause 2(b)(i)(bb) or Clause 2(b)(ii)(bb)
of  this Schedule 5, Lessee shall have the right, at its expense, to remove from
the  Aircraft  the  Engine  or Engines (each such Engine so removed, a "Replaced
Engine")  giving  rise  to  such payment obligation and to replace such Replaced
Engine  with  an  engine  that complies with Clause 8.13(a) of the Agreement and
this  Schedule  5  (a
"Replacement Engine") in order to avoid or reduce the amount of the compensation
due  to  Lessee  hereunder.  Upon any such removal and replacement of a Replaced
Engine,  Lessee  shall  convey  or  cause  to be conveyed to Lessor title to the
Replacement  Engine,  free  and  clear  of  all  Security  Interests  other than
Permitted  Liens.  Prior  to or at the time of any such conveyance, Lessee shall
(i)  furnish  Lessor  with a bill of sale with respect to the Replacement Engine
and  (ii)  take  such  other  action  and  furnish  such  other certificates and
documents  as  Lessor  may  reasonably  require  in  order  to  ensure  that the
Replacement  Engine  is  duly  and  properly  conveyed  to  Lessor.  Upon  full
compliance  with  this  Clause 2(b), title to each Replaced Engine shall pass to
Lessee  in  accordance  with  Section  8.17(b)  of  the  Agreement;
(c)          have  no  defect that reduces the Cycles of remaining life pursuant
to  manufacturer's  or  airworthiness  requirements  until overhaul to less than
3,000;  and

(d)     be  in  a  condition that can operate at maximum rated take-off power at
sea  level  at  a  temperature  of  26C.

3.     Fuselage,  Windows  and  Doors

(a)     the  fuselage  will be free of major dents and abrasions that exceed the
prescribed  parameters under the SRM 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);

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

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

4.     Wings  and  Empennage

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

(b)     control  surfaces  will  be  properly  polished;

(c)     unpainted cowlings and fairings will be polished to the same standard as
on  Lessee's  other  MD-80  aircraft;  and

(d)     wings  will  be  free  of  fuel  leaks.

5.     Interior

(a)     the  interior  will  be  fully  serviceable;

(b)     emergency equipment having a calendar life will have a minimum of 1 year
or  100%  of  its  total  approved  life  remaining,  whichever  is  less;  and

(c)     curtains,  carpets, seat covers and seat cushions will be clean and free
from  material  stains  and  worn out (threadbare) areas and will conform to FAR
fire  resistance  regulations  as  applicable  to  an  FAR  Part  129  operator.

6.     Cockpit

(a)     fairing  panels shall be substantially free of stains and cracks, clean,
secure  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 FAR fire resistance regulations as applicable to an
FAR  Part  129  operator;  and

(d)     seats  will  be  serviceable  and  in  good  condition.

7.     Cargo  Compartments

(a)     panels  will  be  in  good  condition;

(b)     nets  will  be  in  good  condition;  and

(c)     the  compartments  will  comply with FAR fire resistance and containment
regulations  as  applicable  to  an  FAR  Part  129  operator.

8.     Landing  Gear

(a)     The installed main and nose landing gear components and their associated
actuators  and  parts will have a minimum of eighteen (18) months calendar life,
4,500  hours  and  3,000 Cycles remaining to the next scheduled overhaul or shop
visit  under  the  manufacturer's  maintenance  program.

(b)     If  any  Landing  Gear:

1)     has  fewer Cycles remaining until the next scheduled removal for overhaul
under  the Agreed Maintenance Program than it had on the Delivery Date, then the
Lessee  shall  pay  to  the  Lessor  an  amount equal to the product of (i) such
difference,  multiplied  by  (ii)  US$12.00  per  Cycle;  and

2)     has a greater number of Cycles remaining until the next scheduled removal
for  overhaul  under  the Agreed Maintenance Program than it had on the Delivery
Date,  then the Lessor shall pay to the Lessee an amount equal to the product of
(i)  such  difference,  multiplied  by  (ii)  US$12.00  per  Cycle.

(c)     The  tires  and brakes will have at least half-life remaining until next
removal.

(d)     The  landing  gear  and  wheel  wells  will  be clean, free of leaks and
repaired  as  necessary.

10.     APU

(a)     The APU shall be serviceable in accordance with the Approved Maintenance
Program  parameters;

(b)     The  APU  will  have  not less than half-time remaining to the next shop
visit  based  upon  the  AMR reliability program and the APU manufacturer's MTBR
statistics;  and

(c)     If  the  APU:

(i)     has  fewer  Flight  Hours remaining until the next scheduled removal for
overhaul  under the Agreed Maintenance Program than it had on the Delivery Date,
then  the  Lessee  shall pay to the Lessor an amount equal to the product of (i)
such  difference,  multiplied  by  (ii)  US$9.00  per  Flight  Hour;  and

(ii)     has a greater number of Flight Hours remaining until the next scheduled
removal  for  overhaul  under  the Agreed Maintenance Program than it had on the
Delivery  Date,  then  the Lessor shall pay to the Lessee an amount equal to the
product  of  (i)  such  difference,  multiplied by (ii) US$9.00 per Flight Hour.

11.     Corrosion

(a)     The  Aircraft  will  be  in  compliance with the CPCP and will have been
inspected  and  treated  with  respect to corrosion as required by the CPCP; and

(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.

12.     Net  Payment  on  Return

(a)     Any amounts due to amounts due to the Lessor pursuant to this Schedule 5
may  be  may be set off against any amounts due to Lessee pursuant to paragraphs
(b)  or  (d)  of  Schedule  10  and  a  payment  made  for  the  net amount due.

13.     Fuel

Upon redelivery of the Aircraft to Lessor, an adjustment will be made in respect
of fuel on board the Aircraft on the Delivery Date and on the Expiry Date at the
price  then  prevailing  at  the  Redelivery  Location.

<PAGE>

                                       -2-




      SCHEDULE 6 -- INSURANCE PROVISIONSSCHEDULE 6 -- INSURANCE PROVISIONS

     Part  1

     (Insurance  Requirements)

1.     The  Insurances  required  to  be  maintained  are  as  follows:

(a)     HULL  "ALL  RISKS" of Loss or Damage while flying and on the ground with
respect  to  the  Aircraft  for  the Termination Value and with a deductible not
exceeding $250,000 (such deductible being protected by separate insurance to pay
up  to $200,000 in excess of the first $50,000 thereof, subject to any aggregate
limit  stipulated  in  such  insurance).

(b)     HULL  WAR AND ALLIED PERILS, covering those risks excluded from the Hull
"All  Risks"  Policy  to  the extent such coverage is available from the leading
international  insurance  markets, including confiscation and requisition by the
State  of  Registration,  for  the  Termination  Value;

(c)     "ALL  RISKS"  PROPERTY  INSURANCE  (INCLUDING WAR AND ALLIED RISK except
when  on  the  ground or in transit other than by air or sea) on all Engines and
Parts  when  not  installed on the Aircraft (to the extent not covered under the
Aircraft  hull  insurances described in paragraphs (a) and (b) above), including
Engine  test  and  running risks, in an amount equal to replacement value in the
case  of  the  Engines;

(d)     AIRCRAFT THIRD PARTY, BODILY INJURY/PROPERTY DAMAGE, PASSENGER, BAGGAGE,
CARGO  AND  MAIL  AND  AIRLINE  GENERAL  THIRD  PARTY (INCLUDING PRODUCTS) LEGAL
LIABILITY  for  a  combined  single  limit (Bodily Injury/Property Damage) of an
amount  not  less  than  the  Minimum  Liability  Coverage for the time being in
respect of any one occurrence (but, in respect of products liability, this limit
may  be  an aggregate limit for any and all losses occurring during the currency
of  the  policy; War and Allied Risks are also to be covered under the Policy to
the  extent  available  from  the  leading  international  insurance  markets.

2.     All  required hull and spares insurance (specified in (1)(a), (b) and (c)
above),  so  far  as  it  relates  to  the  Aircraft,  will:

(a)     include the Indemnitees as additional insureds (warranted no operational
interest);

(b)     provide  that  any  loss will be settled jointly with the Lessor and the
Lessee, and any claim that becomes payable on the basis of a Total Loss shall be
paid  in  Dollars  to  the Lessor as sole loss payee, with any other claim being
payable  as  may  be necessary for the repair of the damage to which it relates;

(c)     if  separate  Hull  "All Risks" and "War Risks" insurances are arranged,
include  a  50/50  provision  in  the  terms  of Lloyd's endorsement AVS103; and

(d)     confirm  that  the  Insurers are not entitled to replace the Aircraft in
the  event  of  a  Total  Loss.

3.     All  required  liability  insurances  (specified  in  (1)(d) above) will:

(a)     include  the  Indemnitees  as  additional  insureds for their respective
rights  and  interests,  warranted  (each  as  to  itself  only)  no operational
interest; but the coverage provided will not include claims arising out of their
legal  liability  as  manufacturer,  repairer  or  servicing  agent;

(b)     include  a  severability  of  interest  clause;

(c)     contain  a provision confirming that the policy is primary without right
of  contribution  and that the liability of the insurers will not be affected by
any  other  insurance  of  which  the Lessor or the Lessee have the benefit; and

(d)     accept  and  insure  the  indemnity  provisions of this Agreement to the
extent  of  the  risks  covered  by  the  relevant  policy  or  policies.

4.     All  Insurances  will:

(a)     be  in  accordance  with  normal  industry practice of Persons operating
similar  aircraft  in  similar  circumstances;

(b)     operate  on a worldwide basis subject to such limitations and exclusions
as  may  be  notified  to  the  Lessor;

(c)     acknowledge  that  the  insurers are aware that the Aircraft is owned by
the  Lessor  and  is  subject  to  this  Agreement;

(d)     provide  that,  in  relation  to the interests of each of the additional
insureds,  the  Insurances will not be invalidated by any act or omission of any
other  Person  which  results in a breach of any terms conditions or warranty of
the policies; provided, that the additional assured so protected has not caused,
contributed  to  or  knowingly  condoned  such  act  or  omission;

(e)     provide  all  terms of Lloyd's endorsement AVN 67B including a statement
that  the  Insurers will waive any rights of recourse and/or subrogation against
the  additional  insureds,  subject to and in accordance with Clause 3.4 of such
endorsement;

(f)     provide  that  the  additional  insureds  will  have  no  obligation  or
responsibility for the payment of any premiums (but reserve the right to pay the
same  should  any  of  them elect to do so) and that the Insurers will waive any
right of offset or counterclaim against the respective additional insureds other
than  for  outstanding  premiums in respect of the Aircraft, any Engine or Part;

(g)     provide  that,  except  in the case of any provision for cancellation or
automatic  termination  specified  in  the policies or endorsements thereof, the
Insurance  can only be canceled or materially altered in a manner adverse to the
additional  insureds  by  giving at least 30 days' written notice to the Lessor,
except in the case of  war risks (or radioactive contamination), for which seven
days'  written  notice  (or  such  lesser  period  as  is  or may be customarily
available  in  respect  thereof)  will  be  given;  and

(h)     contain  a  provision entitling the Lessor to initiate a claim under any
policy,  if  so  desired.

5.     All  Reinsurances  will:

(a)     be  on  the same terms as the Insurances and will include the provisions
of  this  Schedule;

(b)     provide  that,  notwithstanding any bankruptcy, insolvency, liquidation,
dissolution  or  similar  proceedings  of  or  affecting  the  reinsured,  the
reinsurers'  liability  will  be  to  make such payment as would have fallen due
under  the  relevant  policy  of  reinsurance  if the reinsured had (immediately
before  such  bankruptcy,  insolvency,  liquidation,  dissolution  or  similar
proceedings)  discharged  its  obligations  in full under the original insurance
policies  in  respect  of which the then relevant policy of reinsurance has been
effected;  and

(c)     contain a "cut-through" clause in the following form (or such other form
as  is reasonably satisfactory to the Lessor), subject to the provisions of such
clause  not  contravening  any  law  of  the  State  of  Incorporation:

"The  Reinsurers  and the Reinsured hereby agree that, in the event of any claim
arising  under the Reinsurances in respect of a total loss or other claim where,
as  provided  by  the  Lease  Agreement,  dated  June  __, 2001 and made between
Investors Asset Holding Corp., as Owner Trustee, and Aerovias de Mexico, S.A. de
C.V.,  such claim is to be paid to the person named as sole loss payee under the
primary  insurances,  the  Reinsurers will, in lieu of payment to the Reinsured,
its  successors  in  interest  and assigns, pay to the person named as sole loss
payee under the primary insurances effected by the Reinsured that portion of any
loss  for  which  the  Reinsurers would otherwise be liable to pay the Reinsured
(subject to proof of loss), it being understood and agreed that any such payment
by  the  Reinsurers  will  (to  the  extent of such payment) fully discharge and
release  the  Reinsurers  from  any  and  all  further  liability  in connection
therewith".

<PAGE>
                                     PART 2

     (Form  of  Broker's  Undertaking)



     [Separately  delivered  by  Lessee's  Broker]

<PAGE>
                                     PART 3

     (Form  of  Insurance  Certificate)




     [Separately  delivered  by  Lessee's  Broker]

<PAGE>

80
                                       --




     SCHEDULE 7 -- FORM OF LEGAL OPINIONSCHEDULE 7 -- FORM OF LEGAL OPINION





     [Separately  delivered  by  Lessee's  counsel]

<PAGE>

                                       -2-






          SCHEDULE 8 -- FORM OF MONTHLY STATUS REPORTSCHEDULE 8 -- FORM
                            OF MONTHLY STATUS REPORT




     AIRCRAFT  TYPE     REG.  MARK     SERIAL  NO.     MONTH  ENDING

     Boeing/McDonnell
         Douglas  MD-87      N753RA          49587


1.     AIRCRAFT  UTILIZATION:

(a)     Airframe  Total  Flight  Hours

(b)     Airframe  Total  Cycles

(c)     Airframe  Flight  Hours  for  Month

(d)     Airframe  Flight  Cycles  for  Month


2.     POWERPLANT  STATUS:          No.1     No.2


(a)     Serial  Nos.  of  Delivered  Engines     708147     708177

(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)


3.     APU  STATUS:

(a)     Serial  No.  of  Delivered  APU

(b)     Serial  No.  of  Replacement  APU
     (if  applicable)

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

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

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

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

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

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



4.     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:


5.     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:


6.     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
APU  or  Landing  Gear  during  the  next  12  months:



Date:  ___________,  20__     CERTIFIED  FOR  AND  ON BEHALF OF      AEROVIAS DE
MEXICO,  S.A.  DE  C.V.



     By:_______________________________
     Name:
Title:

<PAGE>

                                       -2-





                SCHEDULE 9 -- BASIC RENT AND DEPOSIT8 -- FORM OF
                              MONTHLY STATUS REPORT



A.  BASIC  RENT:     U.S.$130,000  in  respect  of  the  Term,  in  immediately
    -----------
available  funds.
    ----

B.  DEPOSIT:          (i)  the  amount of U.S.$130,000 previously paid by Lessee
    -------
to  Lessor  pursuant  to  the terms of a Letter of Intent, dated April 27, 2001,
between  the  Lessor  and  the  Lessee,  or  (ii)  any letter of credit or other
security  which  Lessee, Lessor and any Lessor Lender agree shall be substituted
for  such  amount  and  which  Lessee  has  delivered to Lessor (or, at Lessor's
written  direction,  to  one  or  more  Lessor  Lenders).

C.  LETTERS  OF  CREDIT:     Any  letter of credit ("LOC") provided by Lessee as
    -------------------
the  Deposit  hereunder,  or any part thereof, shall be issued or confirmed by a
U.S. bank, be in substantially in the form of Schedule 9-A hereto and be subject
to  the  following  provisions:

(a)  Any  LOC  shall  be  delivered  to such address as Lessor shall specify and
shall  be  maintained  for  the  benefit of Lessor or its designee including any
Lessor  Lender.  Lessee  or  the  issuer of the LOC shall (i) renew or cause the
renewal  of  each  outstanding Letter of Credit on a timely basis as provided in
the  relevant LOC, (ii) if the bank that issued an outstanding LOC has indicated
its  intent  not  to  renew  such  LOC, provide either a substitute LOC or other
acceptable Deposit, in each case at least twenty (20) Business Days prior to the
expiration  of the outstanding LOC, and (iii) if a bank issuing a LOC shall fail
to  honor  Lessor's  properly  documented request to draw on an outstanding LOC,
provide for the benefit of Lessor and its designees either a substitute LOC that
is  issued  by  a bank acceptable to Lessor or other acceptable Deposit, in each
case  within  two  (2)  Business  Days  after  such  refusal.

(b)  Upon  the  occurrence of an LOC Default, Lessee agrees to deliver to Lessor
(or  any  applicable  Lessor Lender) either a substitute LOC or other acceptable
Deposit,  in each case on or before the second Business Day after the occurrence
thereof.  "LOC  Default"  shall  mean  with  respect  to an outstanding LOC, the
           ------------
occurrence  of  any  of  the following events:  (i) the issuer of such LOC shall
fail  to  maintain  an  unsecured  credit  rating of at least "AA" by Standard &
Poor's  Ratings  Services  or  "___" by Moody's Investor Service, Inc.; (ii) the
issuer  of  the  LOC  shall fail to comply with or perform its obligations under
such  LOC  if such failure shall be continuing after the lapse of any applicable
grace  period; (iii) the issuer of such LOC shall disaffirm, disclaim, repudiate
or  reject,  in  whole  or in part, or challenge the validity of, such LOC; (iv)
such  LOC  shall expire or terminate, or shall fail or cease to be in full force
and  effect  at  any  time  during the term of this Agreement; or (v) any of the
events  of  the type specified in Clauses 13.1(g) or (h) of this Agreement shall
occur  with  respect  to  the  issuer  of  such  LOC.

(c)  (i)  A  LOC shall provide that Lessor or its designee may draw upon the LOC
in an amount that is equal to all amounts that are due and owing from Lessee but
have  not  been  paid  to Lessor within the time allowed for such payments under
this  Agreement.  A LOC shall provide that a drawing may be made on the LOC upon
submission  to the bank issuing the LOC of one or more certificates of Lessor in
accordance  with  the  specific  requirements  of  the  LOC.

(ii)  Upon or at any time after the occurrence of an Event of Default under this
Agreement, Lessor or its designee may draw on the entire, undrawn portion of any
outstanding  LOC  upon  submission  to  the bank issuing such LOC of one or more
certificates  in  accordance  with  the  specific requirements of the LOC.  Cash
proceeds received from drawing upon the LOC shall be deemed a cash Deposit until
applied  in  accordance with this Agreement. Notwithstanding Lessor's receipt of
cash  under  the  LOC,  Lessee  shall remain liable to Lessor for any failure to
maintain  a  sufficient  Deposit in accordance with the terms of this Agreement.
In  addition,  Lessee  shall  remain  liable for any amounts owing to Lessor and
remaining  unpaid  after  the  application  of  the  amounts so drawn by Lessor.


<PAGE>

                                       -2-



                                  SCHEDULE 9-A

           [FORM OF] IRREVOCABLE TRANSFERABLE STANDBY LETTER OF CREDIT
                                Date Of Issuance:

[Name  of  Lessor/designated  Lessor  Lender]
[Address]

     Re:  Credit  No.  _______________

     We  hereby  establish our Irrevocable Transferable Standby Letter of Credit
in  your favor for the account of Aerovias de Mexico, S.A. de C.V. (the "Account
Party"),  for  the  aggregate  amount  not  exceeding ____________ United States
Dollars  ($_______),  available  to  you at sight upon demand at our counters at
(Location)  on or before the expiration hereof against presentation to us of the
   ------
following  statement,  dated  and signed by a representative of the beneficiary:
     "The  amounts  of  US$________  is due to Investors Asset Holding Corp., as
owner  trustee,  and  is  unpaid pursuant to the Lease Agreement, dated June __,
2001,  between  Investors Asset Holding Corp., as lessor, and the Account Party,
as  lessee,  as  the  same  may  have  been  amended  (the  "Agreement")."
The  amount  which  may  be  drawn  by  you under this Letter of Credit shall be
automatically  reduced  by  the  amount of any drawings paid through the Issuing
Bank  referencing this Letter of Credit No. ____. Partial drawings are permitted
hereunder.
     This  Letter  of  Credit shall expire ________________ (____) days from the
date  of  issuance,  but  shall  automatically  extend  without  amendment  for
additional  _____________ (_____)-day periods from such expiration date and from
subsequent  expiration dates, if you, as beneficiary, and the Account Party have
not  received due notice of our intention not to renew ninety (90) days prior to
any  such  expiration  date.
     We  hereby agree with you that documents drawn under and in compliance with
the  terms  of  this Letter of Credit shall be duly honored upon presentation as
specified.
     This Letter of Credit shall be governed by the Uniform Customs and Practice
for  Documentary  Credits,  1993  Revision,  International  Chamber  of Commerce
Publication  No. 500 (the "UCP"), except to the extent that the terms hereof are
inconsistent  with  the  provisions  of  the  UCP,  including but not limited to
Articles  13(b)  and  17  of  the UCP, in which case the terms of this Letter of
Credit  shall  govern.

<PAGE>
     In  the event of an Act of God, riot, civil commotion, insurrection, war or
any  other  cause beyond our control that interrupts our business (collectively,
an "Interruption Event") and causes the place for presentation of this Letter of
Credit  to  be  closed for business on the last day for presentation, the expiry
date  of  this Letter of Credit will be automatically extended without amendment
to a date thirty (30) calendar days after the place for presentation reopens for
business.
     This  Letter  of  Credit  is  transferable,  and  we hereby consent to such
transfer,  but  otherwise  may  not  be amended, changed or modified without the
express  written  consent  of  the beneficiary, the Issuing Bank and the Account
Party.
[BANK  SIGNATURE]

<PAGE>

                                       -3-



                      SCHEDULE 10 -- SUBSEQUENT INVESTMENTS

In  accordance with Clause 7.7, the Lessor shall make each applicable Subsequent
Investment,  as  follows:

(a)     reimburse  the  Lessee, within five (5) Business Days after the Delivery
Date  and  against  Lessee's invoice therefor, for four hundred thousand dollars
($400,000.00)  in  respect  of the "C" Check to be completed by Lessee after the
Delivery  Date;

(b)     reimburse  the  Lessee,  within  ten  (10)  Business Days after Lessor's
receipt  of  Lessee's  itemized  invoice, for all amounts reasonably incurred by
Lessee  for parts (but not for labor expense) necessary to correct discrepancies
from  the  delivery conditions specified in Exhibit 4 which are noted during the
Observation  Period  of  the  ferry  flight  of  the  Aircraft from the Delivery
Location to Mexico City International Airport and relate solely to the operation
of the Aircraft (and not to records or issues which would otherwise be corrected
during  a  periodical "C" check); provided, however, that the Lessor's liability
with  respect  to  the  Lessor  Contribution  shall not exceed two hundred fifty
thousand  dollars  ($250,000.00) and any excess shall be the sole responsibility
of  the  Lessee;

(c)     reimburse  the  Lessee,  within  ten  (10)  Business Days after Lessor's
receipt  of  Lessee's  itemized  invoice,  for  sixty  five percent (65%) of all
amounts  reasonably  incurred  by  Lessee  for  parts  and labor expense for any
modifications  made  promptly  following  Delivery  (the "Lessor Contribution");
provided,  however,  that  the  Lessor's  liability  with  respect to the Lessor
Contribution  shall  not exceed eight hundred thousand dollars ($800,000.00) and
any  excess  shall  be  the  sole  responsibility  of  the  Lessee;

(d)     if  the  Lessee  shall  have  caused  compliance  with  the  insulation
airworthiness  directive issued by the FAA on May 25, 2000 (the "Insulation AD")
to  have  been  duly  effected  during  the  Term,  or, if the Lessee shall have
exercised  the  extension option pursuant to Clause 5.3, during the extension of
the  Term,  reimburse  the  Lessee, within ten (10) Business Days after Lessor's
receipt  of  Lessee's  invoice  together  with  any  supporting  documentation
reasonably requested by Lessor (which invoice and supporting documentation shall
in no event be tendered or delivered to the Lessor for payment prior to the date
which  is  eighteen (18) months after the Delivery Date), for the sum of (i) one
hundred  percent  (100%) of its cost with no markups for parts and labor expense
for  performance  of  the Insulation AD, and (ii) sixty six percent (66%) of the
Basic  Rent  for  the  month  of  the  Term  during  which  the Insulation AD is
completed;  provided,  however,  that the Lessor's liability with respect to the
cost  of  the  Insulation  AD  shall  not  exceed three hundred thousand dollars
($300,000.00) (exclusive or any rent abatement or reimbursement), and any excess
shall  be  the  sole  responsibility  of  the  Lessee;

(e)     if  (i)  the  Aircraft  shall be subject to any mandatory manufacturer's
service  bulletin  or FAA airworthiness directive (other that the Insulation AD)
which  requires  compliance  during  the Term, (ii) the Lessee shall have caused
compliance  with  such  service bulletin or airworthiness directive to have been
duly effected, and (iii) the Lessee's parts and labor expense for performance of
such  service  bulletin  or  airworthiness  directive  shall have exceeded fifty
thousand  dollars  ($50,000.00),  reimburse the Lessee, within ten (10) Business
                                  ---------------------
Days  after  Lessor's  receipt  of Lessee's invoice together with any supporting
documentation  reasonably  requested  by  Lessor,  for the prorated value of the
remaining  useful  life of the resulting improvement determined as follows.  The
first  fifty  thousand  dollars  ($50,000.00)  of  such expense for each service
bulletin  or  airworthiness  directive  shall  be the sole responsibility of the
Lessee.  Any  excess  shall  be  prorated,  with  the  Lessee's  liability being
determined  by  multiplying  the  excess  by  the  quotient  resulting  from the
following  formula:
            R
-------------
120  -  (Term  -  R)
(with R equal to the number of months remaining in the Term after the completion
of  all  conditions  for  such reimbursement) and with the balance being the pro
rata  amount  due  from  the  Lessor;  and

(f)     upon  the  return  of  the Aircraft and the due performance of all other
obligations  due  in  connection  with  such  return  in  accordance  with  this
Agreement,  pay  to  the  Lessee,  within  ten (10) Business Days after Lessor's
receipt  of  Lessee's  invoice  together  with  any  supporting  documentation
reasonably  requested  by  Lessor,  one hundred percent (100%) of any Redelivery
Credit;  provided, however, that the Lessor shall have no liability with respect
to any Redelivery Credit relating to the Engines except to the extent either (i)
such  liability  has  been  generated  as  a  result  of  regularly scheduled or
otherwise  required  maintenance  work  performed on any Engine under the Agreed
Maintenance  Program, or (ii) Lessor (and if so required, any Lessor Lender) has
consented  in  writing  (with  such  consent  not to be unreasonably withheld or
delayed)  the  work scope of any heavy maintenance performed on the Engines (and
any  other  or  excess  maintenance  shall not be eligible for any such credit).
Lessee agrees that such consent may properly be refused if in the non-consenting
party's  sole  judgment  it  appears  that  the probable result would be that on
return  of  the  Aircraft  the Engines would have a materially greater remaining
life  until  overhaul  than  they  had  on  the  Delivery  Date.

Lessee  shall  give prompt notice to Lessor of any mandatory service bulletin or
airworthiness  directive  for  which  Lessor  is reasonably expected to have any
liability  pursuant  to  this  Schedule  10 or Clause 7.7.  Additionally, in the
event that the Lessor's aggregate liability under this Agreement with respect to
mandatory  service bulletins and airworthiness directives is reasonably expected
to  exceed  one million dollars ($1,000,000.00), Lessee shall give Lessor prompt
notice thereof and Lessor shall thereafter have the option to terminate the Term
on  not  less  than  one  hundred eighty (180) days' notice to Lessee; provided,
however,  that  Lessor shall have no such termination option if Lessee agrees in
such  notice  to  bear  all  costs  relating  to  such  service  bulletins  and
airworthiness  directives  from  and after the point at which Lessor's aggregate
liability  under  this  Agreement  with  respect  to  service  bulletins  and
airworthiness  directives  is  equal  to  one  million  dollars ($1,000,000.00).

Any  amounts due to Lessee pursuant to paragraphs (d) or (f) of this Schedule 10
may  be set off against any amounts due to the Lessor pursuant to Schedule 5 and
a  payment  made  for  the  net  amount  due.