EXHIBIT 10(3)

                   MODIFICATION SERVICES AGREEMENT

                             BETWEEN

                  MCDONNELL DOUGLAS CORPORATION AND

                    DIMENSION AVIATION, INC.
                        MSA-FRI-SF-97-001 
                        
                        
                        
                 MODIFICATION SERVICES
                        AGREEMENT TABLE OF
                        CONTENTS
                                                           Page
# Table of Contents
2-3
Recitals
4
1. Definitions                                               4-
11
2. Scope of Services                                        11-
15
3. Additional Services                                      15-
17
4. Price and Payment                                        17-
19
5. Delivery of Services                                     19-
22
6. Taxes, Customs, Duties                                   22-
23
7. Excusable Delays                                         23-
25
8. Warranty                                                 25-
31
9. Indemnification and Limitation of Liability
31
10.                                                Technical Data     32-
33
11.                                                       Notices     33
12.                                                    Assignment     34
13.                                                       Changes     34-
35
14.                                                 Documentation     35
15.                                                Applicable Law     35
16.                                            Parts and Material     35-
38
                                                           Page #
17.                     MDC and/or Federal Express Supplied Parts     38-
39
18.                                       Regulatory Requirements     39-
42
19.                                                     Insurance     42-
44
20.            Inspection, Demonstration, Acceptance and Delivery     44-
47
21.                                          Default and Remedies     47-
51
22.                                               Product Support     51
23.                                              Outside Services     51-
52
24.                                                       Records     52-
54
25.                                         Onsite Representation     54-
55
26.                                                 Certification     55
27.                                                         Title     55-
56
28.                                         Quality and Standards     56-
57
29.                                             Public Disclosure     57
30.                                                 Miscellaneous     58-
60
31.                                            Affirmative Action     60-
61
32.                                   Termination for Convenience     61-
63
33.                                      Parent Company Guarantee     63
34.                    Documents Incorporated Into This Agreement     63-
64
35.                     Exhibits Incorporated Into This Agreement     64-
65
Documents and Exhibits
                 MODIFICATION SERVICES AGREEMENT

         THIS MODIFICATION SERVICES AGREEMENT (this "Agreement")
is  entered into as of this ___________ day of ___________  1997,
by   and   between  McDonnell  Douglas  Corporation,  a
Maryland
corporation  having  an  office  in  the  city  of  Long
Beach, California  ("MDC"),  and Dimension Aviation,  Inc.,  a
Delaware corporation, having its principal place of business in
the  city of Goodyear, Arizona ("Subcontractor").

                           RECITALS
                               
WHEREAS,  MDC  has  executed an agreement  with  Federal
Express Corporation   ("Federal  Express")  for  the
accomplishment   of modifications to be performed on certain DC-
10 aircraft owned  or to be acquired by Federal Express; and
WHEREAS,   MDC   intends  to  entrust  Subcontractor   with
the
accomplishment of a portion of such modifications on specific
DC10 aircraft owned by Federal Express; and
WHEREAS,  the parties hereto desire to enter into this
Agreement for the accomplishment by Subcontractor of such
modifications  on specific  DC-10 aircraft owned by Federal
Express  in  accordance with the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants
contained herein   and   for  other   good  and  valuable
consideration,
Subcontractor and MDC agree as follows:

1)   DEFINITIONS
     Unless  otherwise indicated, paragraph and  Article
     numbers referred to herein will mean paragraphs and
     Articles of this Agreement.  As used within this Agreement
     and ASR Forms  (as defined  below) which may be issued
     hereunder, the following terms  will have the meanings set
     forth below (terms defined in  the singular will have the
     same meaning when used in the plural  and  vice  versa),
     unless  some  other  meaning  is apparent  from the
     context in which the words and terms  are used:
     
     
     TERMS                            MEANING
     Additional      Any  additional maintenance, modification
     Services        or   other  services  other  than   those
                     described   in   or   required   by   the
                     Specification which may be  requested  by
                     MDC at any time and which, when agreed to
                     by  MDC  and Subcontractor, shall  become
                     part of the Services.
     Additional      A  document  in  the form  of  Exhibit
S
     Services        which,    when   signed   by   MDC
and
     Request Form    Subcontractor, shall amend this
Agreement
     (ASR) or        to include Subcontractor's performance
of
     Additional      the Additional Services set forth
therein
     Work Form or    in  respect  of  the  Aircraft
specified
     "ASR"           therein.
     ACF             Advanced Common Flightdeck.
     Agreement       This   Modification  Services
Agreement
                     between  Subcontractor and MDC,
                     Document No.   MSA-FRI-SF-97-001,
                     including   all Exhibits  attached
                     hereto and  all  other documents
                     incorporated herein as  amended
                or   supplemented  from  time   to   time
                pursuant  to the terms thereof.
Aircraft        Each of the MDC DC-10 series aircraft  on
                which  Subcontractor  will  perform   the
                Services  provided for in this Agreement.
                A  list of such aircraft is set forth  in
                the Schedule.
Aircraft        A  receipt  in  the  form  of  Exhibit  Q
Delivery        executed  by Subcontractor and  delivered
Receipt         to  MDC concurrently with the delivery of
                an    Aircraft   to   Subcontractor   for
                modification  and  performance   of   the
                Services.
Aircraft        A  document used to record the  following
Maintenance     with  respect  to an Aircraft:   (i)  the
Log             periodic   and   corrective   maintenance
                accomplished   on  such  Aircraft,   (ii)
                information  items  detected  during  the
                performance   of   the  Services,   (iii)
                deferred discrepancies and pilot reports,
                (iv)  mechanical discrepancies discovered
                during  the  performance of  Services  on
                such    Aircraft   and   not    otherwise
                documented on a SNRM or ASR and  (v)  the
                airworthiness  release of  such  Aircraft
                for service.
Aircraft        The  sequential  aircraft  positions   to
Position        which  specific Aircraft may be  assigned
                in  accordance  with Article  2  and  the
                Schedule.
Aircraft        The  period from Delivery of an  Aircraft
Visit           to  Subcontractor to Redelivery  of  such
                Aircraft to MDC.
Business Day    Any day other than a Saturday, Sunday  or
                other  day  on  which commercial  banking
                institutions  in  New  York,  New   York,
                Memphis,   Tennessee   or   Long   Beach,
                California are authorized or required  by
                law  to  close. Unless the term "Business
                Day"  is used, the word "day" shall refer
                to calendar days.
Certificate     A certificate of acceptance substantially
of Acceptance   in  the  form of Exhibit R  hereto  which
                shall  be  issued by MDC to Subcontractor
                upon  completion  of  the  Services   and
                Redelivery of each Aircraft.
Conversion      A conversion facility in Goodyear, AZ, or
Facility        such     other    facility    or     Sub-
                Subcontractor's facility as Subcontractor
                may   select,  subject  to  the   written
                consent of MDC which consent shall not be
                unreasonably withheld.
Delivery Date   The  date  of  delivery  by  MDC  of  the
or Delivery     applicable  Aircraft  to  the  Conversion
                Facility for commencement of the Services
                (not  storage) and acceptance thereof  by
                Subcontractor  pursuant  to  an  Aircraft
                Delivery   Receipt  in  accordance   with
                Exhibit U.
Engineering     A   document  reviewed  and  approved  by
Authorization   Federal   Express'  engineering  division
(EA)            providing    immediate    and    specific
                instructions and authorization for:   (1)
                one-time major or minor repair;  (2) one
                time  major  or minor modification;   (3)
                one-time material substitution;   or  (4)
                immediate   deviations   from   technical
                manuals.
Engineering     A document established by Federal Express
Orders (EO)     or  MDC  that:          (1) provides  the
                rationale, instruction, and authorization
                necessary    to   effect   modifications,
                special  inspections and  repairs  to  an
                Aircraft;   and/or  (2)  authorizes   the
                accomplishment  of  service  evaluations,
                airworthiness        directives        or
                manufacturers' service bulletins;  and/or
                (3)    controls    and   documents    the
                modification,   inspection   and   repair
                processes.
Expendable      Required  shop  supplies  (e.g.,   wiping
and             rags,   sanding  discs,  masking   tapes,
Consumable      masking    paper,   greases,    sealants,
Materials       expendable  tools  and standard  hardware
                including, but not limited to,  fasteners
                and  aerospace standard parts) valued  at
                $5.00/unit cost or lessconsumed  or  used
                during   the   Services   or   Additional
                Services  but which shall be supplied  at
                no  additional charge to MDC.  Expendable
                and  Consumable Materials  identified  as
                part   of   an  MDC  or  Federal  Express
                furnished kit shall be provided by MDC or
                Federal  Express.  If the  materials  are
                not  identified  as  part  of  a  MDC  or
                Federal  Express Kit, then  Subcontractor
                shall   provide   the   Expendable    and
                consumable Materials.
FAA             The  Federal  Aviation Administration  of
                the   United  States  or  any   successor
                thereto.
FARs            Federal Aviation Regulations.
Federal         Federal  Express' authorized and approved
Express         drawings.
Drawings
Federal         Federal  Express' on-site project manager
Express         or designee.
Representativ
e
Federal         Parts   supplied   by  Federal   Express,
Express         including, but not limited to,  the  kits
Supplied        furnished  by Federal Express  which  are
Parts           listed in      Exhibit P.
Federal         Federal Express Technical Data and  other
Express         services  supplied by Federal Express  in
Supplied        connection with the Services which may be
Services        referred  to  or required by  Engineering
                Report Nos. 96-044, 95-056, 95-053. Fleet
A document issued by Federal Express that
Campaign        is  used  to  determine the configuration
Directives      status  or  condition of an  aircraft  or
(FCD)           aircraft fleet.
General         Federal  Express' AOD General Maintenance
Maintenance     Manual document dated August 15, 1996, as
Manual (GMM)    may  be revised from time to time and  in
                its  then current issue, which sets forth
                the  maintenance procedures  for  Federal
                Express   aircraft  in  accordance   with
                applicable FARs.
Interface       Any technical problem in the operation of
Problem         an  Aircraft or any system thereof due to
                incompatibility, malfunction  or  failure
                of any accessory, equipment or part. Kits
A   collection  of  Parts  necessary             to
                perform the Services.
MD-10           DC-10-10  and  DC-10-30  series  aircraft
                which  have  been modified in  accordance
                with  Federal Express Engineering Reports
                attached as Exhibits B, C, E, F, G, H,  I
                and  J,  which constitutes a part of  the
                Services.
Maintenance     Those  tasks,  included as  part  of  the
Services        Services,   which   are    performed   to
                restore,   preserve   or   improve   each
                Aircraft's   physical  condition   to   a
                specified   level,  including   but   not
                limited     to    operational     checks,
                inspections,    disassembly,    cleaning,
                repair,  rework, measurement, replacement
                of     parts,    reassembly,     testing,
                lubricating,  adjusting,  etc.,  as  more
                fully described in the Specifications.
Master Job      A document which lists the Services to be
Control Sheet   performed   on  a  particular   Aircraft.
(MJCS)          The  MJCS  may contain several pages  and
                notes.   Each  page contains  line  items
                (tasks)   indicating  the  work   to   be
                accomplished (Ref.: GMM 11-0-2910). MDC's
Design          Detailed     designs     and     detailed
                specifications originated and prepared by
                or under the direction of MDC.
MDC Parts       Parts  made to MDC's Design or  available
                   exclusively from MDC.
MDC             MDC's   on-site   project   manager    or
Representativ   designee.
e
MDC Supplied    Parts supplied by MDC, including, but not
Parts           limited  to, the parts listed in  Exhibit
                P,  "MDC/Federal Express  Supplied  Parts
                Listing," dated September 11, 1996.
Modification    The   date   upon   which   Subcontractor
Completion      completes performance of the Services  on
Date            the  applicable Aircraft and notifies MDC
                that   such   Aircraft   is   ready   for
                acceptance   testing  by   MDC   at   the
                   Conversion Facility.
Non-routine     Services performed to correct defects  or
Services        discrepancies  identified  prior  to   or
                during Subcontractor's performance of the
                Services  other than those  described  in
                the Specifications.
On Dock         The   schedule  included  in  Exhibit   P
Schedule (MDC   identifies MDC Supplied Parts and Federal
and Federal     Express  Supplied  Parts  which  will  be
Express         delivered  to  the  Conversion  Facility.
Supplied        All  such parts shall be delivered to the
Parts)          Conversion  Facility in  accordance  with
                Article 17B.
Parts           All   components,  parts,  supplies   and
                materials   other  than  Expendable   and
                Consumable  Materials  required  for  the
                performance of the Services.
Passenger to    Modification  to  DC-10-10  and  DC-10-30
Freighter (P    Aircraft  in  accordance with Engineering
to F)           Report  95-051, attached  as  Exhibit  B,
Services or P   which constitutes a part of the Services.
to F
Payment         The  schedule of payment for  performance
Schedule        of  the  Services as set forth in Exhibit
                W, "PRICING."
Recoverable     The  classification of any Part which can
Parts           be  restored  to a Serviceable  condition
                either  through  repair  or  overhaul  in
                accordance  with the Specifications,  the
                manufacturer's current specifications, or
                MDC Maintenance Specifications.
Redelivery      The   date   upon   which   MDC   accepts
Date or         redelivery of each Aircraft in accordance
Redelivery      with Article 5.
Refurbish &     Modification  to  DC-10-10  and  DC-10-30
Restoration     Aircraft  in  accordance with Engineering
                Report  95-056, attached  as  Exhibit  F,
                which constitutes a part of the Services.
Rotable Part    A  part that can be economically restored
                to  a  Serviceable condition and, in  the
                normal  course  of  operations,  can   be
                repeatedly  rehabilitated  to   a   fully
                Serviceable  condition  over   a   period
                approximating  the  life  of  the  flight
                equipment to which it is related.
Schedule        The schedule with respect to Aircraft, as
                described   in   Exhibit   U,   "Supplier
                Requirements Schedule," setting forth the
                duration  of  each Aircraft Visit  during
                which the Services are to be performed on
                such Aircraft.
Scheduled       The scheduled date for Redelivery of each
Redelivery      Aircraft  as  set forth in the  "Supplier
Date            Requirements Schedule," Exhibit U.
Serviceable     An   item   that   meets  all   specified
                standards   for  airworthiness  following
                repair  or  overhaul  and  has  no  known
                defects  which would render it unfit  for
                its intended use.
Services        The work to be performed by Subcontractor
                with   respect   to  each   Aircraft   as
                described  in  this Agreement,  including
                but  not  limited to  the  Specifications
                and each MJCS.
Special or      Special  or Non-Routine Maintenance  Form
Non-Routine     (SNRM),  Federal  Express M-1805B,  is  a
Maintenance     form  used  to  authorize, schedule,  and
Form (SNRM)     record   work   performed   on   aircraft
                components, auxiliary power units  (APU),
                and engines.
Specification   Collectively, the specifications attached
s                hereto as Exhibits B, C and F through K.
Standardizati   Modification  to  DC-10-10  and  DC-10-30
on Services     Aircraft  in  accordance with Engineering
                Report  95-053, attached  as  Exhibit  C,
                which constitutes a part of the Services.
Statement of    A  statement by MDC to be placed  in  the
Return to       Federal Express Aircraft Maintenance  Log
Service         Book  and to be issued in accordance with
                FAA regulations following the performance
                of the Services.
Subcontractor   Parts  supplied by Subcontractor pursuant
Supplied        to   an  ASR  or  an  amendment  to  this
Parts           Agreement.
Sub-            Suppliers  and  contractors  (other  than
Subcontractor   Subcontractor, Federal Express  and  MDC)
s                who  perform any part of the Services  at
                the    request    and    direction     of
                Subcontractor   or   provide   Parts   to
                     Subcontractor for the performance of  the
                     Services.
     Sub-            Any  Services  in connection  with  which
     Subcontract     Subcontractor,  subject  to  Article  24,
     Services        shall employ a Sub-Subcontractor or  Sub-
                     Subcontractors.
     Taxes or Tax    Any  and  all  taxes  (including  without
                     limitation  sales, use  and  value  added
                     taxes),   duties,  imposts,  assessments,
                     permits, fees and  other charges  of  any
                     kind  and related interest and penalties,
                     if   any,   imposed  or  levied  upon  or
                     arising   as   a  consequence   of   this
                     Agreement or the Services to be  provided
                     hereunder or pursuant hereto.
     Technical       The    period   of   time   between   the
     Acceptance      Modification  Completion  Date  and   the
     Period          Redelivery Date.
     Technical       Information of any kind that  is  related
     Data            to  the performance of the Services under
                     this  Agreement  that  can  be  used,  or
                     adapted   for   use,   in   the   design,
                     engineering,   development,   production,
                     processing, manufacture, use,  operation,
                     overhaul,       repair,      maintenance,
                     modification    or   reconstruction    of
                     articles  or  materials.   The  Technical
                     Data  may  be  in tangible or  intangible
                     form,   such   as  a  model,   prototype,
                     blueprint,  drawing,  photograph,   plan,
                     instruction,   computer   software    and
                     documentation,   or   operating    manual
                     (written or on recorded media).
     Term            The  term shall commence on the date  set
                     forth  in the first paragraph hereof  and
                     terminate on the later to occur  of:  (i)
                     December 31, 2006; or (ii) the completion
                     of the Services on all of the Aircraft.
     Used            Serviceable Parts that have not been used
     Serviceable     since their last overhaul and which  have
     Zero Time       been  restored  to  a  condition  meeting
     Since           established   overhaul   tolerances   and
     Overhaul        limits.
     Parts
     (USZTSO)

2)   SCOPE OF SERVICES
     A.   Subcontractor shall perform the Services on each Aircraft as
          set forth in the Specifications and in accordance with the
          Schedule.  MDC shall provide all  Parts except Subcontractor
          Supplied Parts.  MDC shall provide to Subcontractor, upon
          Subcontractor's request, access to any data and records
applicable to each Aircraft, if available to MDC.  To the extent
practicable, all Services shall be performed with the applicable Aircraft
fully enclosed in the hangar at the Conversion Facility. So long as
Subcontractor is performing to MDC's satisfaction with regard to price,
schedule, and quality, MDC agrees to consider Subcontractor for other work
on these aircraft (including ACF); provided, however, that MDC shall not in
any way be obligated and does not hereby agree to award any work to
Subcontractor other than the work on the Aircraft specifically described
herein.
     B.   MDC agrees to deliver to Subcontractor twelve (12) firm
          Aircraft (the "Firm Aircraft"). MDC shall have the option to
          deliver one (1) or more Advanced Common Flightdeck Aircraft for
          Flight Test, provided that both parties can reach agreement on
          price, schedule and other terms of contract.  In addition, MDC is
     hereby granted options to deliver up to thirty (30) additional
     Aircraft (the "Option Aircraft").  MDC may substitute other MDC
     trijet wide body aircraft in the place of any of the thirty (30)
     option aircraft.  MDC may elect not to exercise any of the option
     aircraft without any penalties or termination costs.  Provided
     that at least five (5) of the thirty (30) Options remain, MDC may
     exercise the Option Aircraft only in blocks consisting of not less
     than five (5) Aircraft within each block.  Subcontractor agrees to
     make available an Aircraft Position at the Conversion Facility for
     the performance of Services on the Aircraft within the time period
     set forth on the Schedule for the Firm Aircraft and, upon MDC's
     exercise of the applicable options, for each block of Option
     Aircraft.  MDC shall exercise its option for each block of Option
     Aircraft by notice in writing to Subcontractor no later than ten
     (10) months prior to the Delivery Date of the first Aircraft
     within the applicable block of Option Aircraft. Each such notice
     shall be deemed to amend this Agreement accordingly.
     1)   The Aircraft shall be further identified as specified in
          Exhibit U.
     2)   The twelve (12) Firm Aircraft shall have the P to F
          Modification, Exhibit B, Initial Heavy Maintenance Check, Exhibit
          H (subject to Exhibit K), and Rigid Cargo Barrier, Exhibit I,
          performed on them. If a block of Option Aircraft is exercised, MDC
          shall notify Subcontractor if the P to F Modification and/or
          Initial Heavy Maintenance Check and/or Rigid Cargo Barrier is to
          be performed on each such Option Aircraft at the time MDC
          exercises the option for such block of Option Aircraft.
     3)   The items listed in the Standardization Specification,
          Exhibit C; and Refurbish & Restoration Package, Exhibit F;
          constitute a catalog of work which will be selected for each
          Aircraft or Option Aircraft by MDC through issuance of an MJCS.
          The labor price chargeable to MDC by Subcontractor for
          accomplishment of these Services shall be as specified in Exhibit
          W (or Article 3 if performed under an ASR) as applicable. The MJCS
          shall be delivered to Subcontractor thirty (30) days prior to the
          Delivery of each Aircraft or Option Aircraft and shall specify the
          specific Services described in Exhibits C and F which are to be
          performed on each Aircraft or Option Aircraft.
C.   MDC  shall  have the right to modify specific  Aircraft
     designations and Schedules as follows:
     1)   MDC shall have the right to substitute a different Aircraft
          for a previously designated Aircraft for Delivery on a scheduled
          Delivery Date by delivering written notice to Subcontractor:
          a)   on any date before the 60th day prior to such scheduled
               Delivery Date; or
          b)   on any date between the 59th day and the 25th day prior to
               such scheduled Delivery Date, if Subcontractor determines that
               such designation of a different Aircraft for delivery on such
               Delivery Date would not cause a material delay in the performance
               of the Services, or if there is a material delay and MDC accepts
               the cost consequences of such delay, if any;
          provided,  however, that in either  instance,  MDC
          shall  reimburse Subcontractor for any  reasonable
          incremental   engineering  costs  and   reasonable
          incremental labor costs and reasonable incremental parts
          costs   incurred   by   Subcontractor   in connection  with
          its performance of  the  Services solely  as  a  result of
          the substitution  of  the Aircraft.   MDC  shall provide
          such  reimbursement within  sixty  (60)  days  after  its
          receipt  of Subcontractor's  invoice setting forth  in
          detail the nature and amount of such costs.
     2)   MDC shall have the right to request, in writing, that
          Subcontractor perform the Services on Aircraft earlier than the
          dates listed in the Schedule, up to a maximum of four (4)
          additional Aircraft per year, commencing January 1, 1999.  If
          Subcontractor determines that such request would cause a material
          delay in the performance of the Services, then within five (5)
          Business Days following MDC's request, MDC shall be notified in
          writing of the Delivery and Redelivery Dates for the Aircraft
          which have been affected.  Such new Delivery and Redelivery Dates
          will be negotiated by MDC and Subcontractor; provided, however,
          that the number of days in the Aircraft Visit based on the
          original Delivery and Redelivery Dates shall not be increased by
          virtue of such new Delivery and Redelivery Dates.
     3)   MDC may request in writing to Subcontractor not less than
          five (5) months prior to the scheduled Delivery Date of an
          Aircraft a delay in Delivery of any Aircraft by up to one hundred
          eighty (180) days.  The Redelivery Date of such Aircraft shall be
          delayed by a number of days equal to the number of days by which
          the Delivery of the Aircraft was delayed by MDC. Additionally, if
          any such delay impacts the Scheduled Redelivery Date of other
          Aircraft, and if Subcontractor can demonstrate such impact to
          MDC's and Federal Express' reasonable satisfaction, then the
          Schedule shall be adjusted as mutually agreed by Subcontractor and
          MDC.
D.   Except   as   otherwise  provided  in  this  Agreement,
     Subcontractor shall provide Expendable and Consumable Materials, labor,
     facilities, materials, equipment, fixtures, production control,
     technical planning and administration, inspection,
     tooling (except DC-10 unique tooling and MDC unique tooling which
     will be provided by MDC as described in Exhibit X) and all other
     services necessary to perform the Services in accordance with the
     Specifications, the GMM, all current Aircraft manufacturer's
     manuals, FAA regulations, FARs and the provisions of this
     Agreement.  Expendable or Consumable Material valued at more that
     $5.00/unit cost shall be, at MDC's option, provided or reimbursed
     by MDC.
E.   Intentionally omitted.
F.   Except as required to be performed by Subcontractor as part
     of the Services, with respect to maintenance of the Aircraft,
     during  the time that the Services are being performed,
     Subcontractor shall have responsibility only for minimum routine
     maintenance customarily performed on airplanes.
G.   Subcontractor warrants that it is, and that MDC has relied
     on and is entitled to rely upon Subcontractor as, an expert fully
     competent  in all phases of work involved in producing,
     supporting, and performing the Services provided hereunder. The
     Specifications define the requirements which each Aircraft must
     meet upon completion of the Services and Redelivery of each
     Aircraft  to  MDC and unless explicitly so  stated  the
     Specifications do not include or specify the manner or design as
     to which the Services are to be performed by Subcontractor.
     H.   Subcontractor agrees that MDC shall have the right
     to  store  up to Fifty (50) Aircraft at the  Conversion
     Facility  prior to Delivery.  Unless otherwise  agreed,
     Subcontractor has no obligation to perform any work  on
     stored   Aircraft.    In  the  event   that   MDC   and
     Subcontractor fail to reach agreement with  respect  to an
     aircraft  storage agreement or  such  agreement  is
     terminated,  MDC has the right to have  an  independent
     third   party  perform  storage  services   on   stored
     Aircraft.  Unless otherwise agreed, as between MDC  and
     Subcontractor,  MDC  shall assume  the  risk  of  loss,
     damage  or destruction of an Aircraft prior to Delivery
     and  agrees  to  release, defend,  indemnify  and  hold
     harmless   Subcontractor,  its  employees,   directors,
     officers,  agents and subcontractors from  and  against
     all  liabilities,  claims, damages, losses,  costs  and
     expenses from all injuries to or death of any  and  all
     persons  and  for  loss of or damage to  any  property,
          including  loss  of  use thereof, arising  directly  or
          indirectly out of or in connection with the storage  of
          the Aircraft prior to Delivery.
3)   ADDITIONAL SERVICES
     A.   Subcontractor shall, during the term of this Agreement,
          perform such Additional Services as may be requested by MDC's
          Representative in writing and agreed to in  writing  by
          Subcontractor.  Such written request shall be made on an ASR Form.
          The request shall set forth in detail the particular Additional
          Services requested to be performed on the Aircraft. Unless
          otherwise agreed by the parties, Subcontractor shall, as soon as
          practicable, but in any event not later than three (3) Business
          Days following MDC's request for Additional Services, advise MDC
          of its ability to perform the Additional Services in accordance
          with MDC's request and a date by which Subcontractor can provide
          the following to MDC (the "Final Response") (which date shall not
          exceed five (5) days from the date of the ASR Form):
          1)   Any anticipated changes in the scheduled Redelivery Date due
               to such Additional Services; and
          2)   Any additional charges resulting from Subcontractor's
               performance of the Additional Services including, but not limited
               to, all Parts costs, equipment costs, labor costs and other costs
               including but not limited to costs arising from design,
               production, inspection, planning, liaison engineering, stress
               engineering, administration, scheduling impacts, if any,
               associated with the Additional Services being requested.
          Within  ten (10) Business Days following MDC's  receipt of  the
          Final  Response,  MDC's  Representative  shall notify
          Subcontractor in writing of its  acceptance  or rejection  of the
          Final Response.  Once agreed  to  and executed by both parties,
          the executed ASR shall  amend this Agreement in accordance with
          its terms.
     B.   The charge for Additional Services will be determined on a
          fixed price basis pursuant to the Final Response unless MDC
elects to have such Additional Services performed on a time and material
basis.  The labor rate for Additional Services performed on a time and
material basis shall be at the labor rate established in "Pricing," Exhibit
"W."  The labor rate for 1998 and for subsequent years shall be escalated in
accordance with the touch labor element, Touch Labor Escalation Index, set
forth in Exhibit V. If Subcontractor agrees to perform Additional Services,
but is unable to provide an estimate for the Additional Services, MDC may
elect to authorize a block of man-hours to initiate the performance of such
Additional Services ("Block Manhour Approval").  Subcontractor shall not
exceed the Block Manhour Approval without the prior written approval of
MDC's Representative.  In the event Subcontractor has exhausted the Block
Man-hour Approval, and MDC has not provided written approval for additional
man-hours, Subcontractor is not obligated to complete any such Additional
Services.
     C.   Any special items or conditions which would be applicable to
          the performance of such Additional Services, (including, for
          example, location, warranty terms, etc.) shall be noted in the
          ASR.
D.   No request for Additional Services shall be valid and the
performance of such Additional Services is not authorized under
this Agreement unless the applicable ASR Form has been executed
by MDC's Representative and Subcontractor.
     E.   Additional Services provided pursuant to this Article shall
          become part of the Services with respect to the affected
          Aircraft.  Subcontractor will not be obligated to provide such
          Additional Services until MDC has accepted in writing the Final
          Response or notified Subcontractor in writing to proceed on the
          basis of time and materials.  Upon execution of the ASR by both
          parties, this Agreement shall be deemed amended.
     F.   In the event MDC elects not to have Subcontractor accomplish
          a portion of the Additional Services indicated on an executed
          fixed price ASR, Subcontractor shall reasonably determine a
          prorated price reduction on that ASR for that specific Aircraft
          based on the scope of the Additional Services that Subcontractor
          is not required to perform.  Subcontractor shall issue a credit
          for the appropriate amount applicable to that specific Aircraft.
          If MDC elects not to have Subcontractor accomplish any of the
          Additional Services indicated on an executed fixed price ASR,
          Subcontractor shall issue a credit for the full value of such ASR
          applicable to the specific Aircraft affected.
     G.   Notwithstanding any other provisions in this Article 3, if
          during the performance of each of the Services in Exhibits H and
          K, including all attachments, (i.e. each specific work card),
          Subcontractor determines that non-routine tasks are required,
          (e.g. corrosion repair, etc.), and Subcontractor determines that
          such non-routine tasks can be performed in less than fifty (50)
          hours, then the labor for such non-routine tasks shall be
          accomplished by Subcontractor as part of the Services at no
          additional charge to MDC.  Any Parts required to complete such non-
          routine tasks shall be provided by MDC.  If such non-routine tasks
          will require greater than fifty (50) hours to complete, then such
          non-routine tasks shall be accomplished as an Additional Service
          in accordance with the procedures set forth in this Article 3, and
          the total hours charged to MDC shall be the total mutually agreed
          number of hours less fifty (50) hours. Subcontractor specifically
          acknowledges and agrees that the fifty hour non-routine labor
          contribution is meant to apply to each individual work card (i.e.
          if four work cards each require fortyfive (45) hours of non-
          routine tasks, the non-routine tasks on each work card shall be
          provided without charge).
     H.   Any  changes  that occur to the GMM after the  date  of
          execution of this Agreement, which impact the Services in such a
          way to affect schedule and/or materially affect the price, shall
          be  treated as an amendment to the Agreement.  However,
          notwithstanding the foregoing, Subcontractor will comply with
          changes to FARs, law or any other regulation which do not affect
          the content of an MJCS for a period of time up to and including
          the Redelivery of twelfth (12) Aircraft, at no additional charge
          to MDC.  After Redelivery of twelfth (12) Aircraft, Subcontractor
          and MDC agree to mutually re-evaluate the status of future
          regulatory changes.
          
4)   PRICE AND PAYMENT
     A.   Prices for the Services are set forth in Exhibit W.
     B.   Payment for the Services with respect to each Aircraft shall
          be in accordance with xhibit W.  All prices are subject to
          escalation in accordance with Exhibit "V," "Price Adjustments for
          Fluctuations in the Economy," except prices for Additional
          Services pursuant to an ASR.  Prices for Additional Services shall
          not be subject to escalation unless expressly set forth in an
          applicable executed ASR Form.
     C.   Payment for Subcontractor charges for Additional Services
          are payable within thirty (30) days from the date of an invoice
          which complies with the requirements of Paragraph 4.E. in all
          respects, as long as such invoice is sent by Federal Express
          Service (overnight ) to the address set forth in Article 11 or via
          facsimile.
     D.   All  payments made by MDC to Subcontractor  under  this
          Agreement shall be in U.S. Dollars made to the following address:
               Dimension Aviation, Inc.
               Goodyear Municipal Airport
                1658 South Litchfield Road  Hanger 52
               Goodyear, Arizona  85338
     E.   Invoices for Services, including the Additional Services,
          for each Aircraft shall be itemized by each separately priced
          Service or Additional Service, as the case may be, and shall be
          submitted to the applicable address set forth in Article 11
          "NOTICES" hereof.  Invoices shall also contain the following: 1)
          An identification of the ASRs authorizing the Additional
               Services performed by Subcontractor;
          2)   A separate identification of the Services performed on the
               Aircraft, including Subcontractor's (or Sub-Subcontractor's) job
               number, the registration number and factory serial number of the
               Aircraft on which the Services were performed, the Delivery Date
               and Redelivery Date of the Aircraft;
          3)   For time and material Additional Services, an identification
               of all Parts used in performing the Services including
               nomenclature, part number, quantity, Aircraft and generating
item.  Such identification shall be set forth on the ASRs, copies of which will
be attached to the invoice;
          4)   For time and material Additional Services, a separate,
               itemized account recorded on the ASR of all charges associated
               with performance of such Additional Services, identifying the
               direct labor man-hours, materials and fees separately for all
               such
               Services and Additional Services; and
          5)   For time and material Additional Services, an itemized
               account of all charges associated with Subcontractor's use of
               Subcontractors and suppliers, including direct labor, materials
               and
               transportation, with an attached invoice from each 
               Subcontractor
               and supplier identifying the nature of the Additional Services
               performed and the date(s) and location(s) at which the Additional
               Services were performed and the price to Subcontractor of any
               Parts
               or equipment purchased by Subcontractor from any supplier or
               Sub-
               Subcontractor.
     F.   Subcontractor shall keep full and accurate records of all
          man-hours, material cost, subcontractor's charges and any related
          charges incurred and billed in connection with the time and
          material Additional Services performed for each Aircraft under
          this Agreement, which record shall be open to audit by MDC,
          Federal Express or any authorized representative of either of them
          until one (1) year after Redelivery of such Aircraft.
          Subcontractor will require its Sub-Subcontractors to maintain
          similar records which shall also be open to audit by MDC, Federal
          Express or any authorized representative of either of them until
          one (1) year after Redelivery of each applicable Aircraft;
          provided, however, that the foregoing shall not apply to parts
          manufactured by Sub-Subcontractors.
          
5)   DELIVERY OF SERVICES
     A.   Delivery and Redelivery of the Aircraft.
          1)   MDC shall cause each Aircraft to be delivered to the
               Conversion Facility.  Subcontractor agrees that delivery by MDC
 of
               Aircraft to a storage site located at the Conversion Facility
               shall not constitute Delivery to the Conversion Facility under
               this Agreement.  Subcontractor agrees that Delivery of Aircraft
               directly into the Conversion Facility (without delivery to the
               storage site) shall constitute Delivery of Aircraft by MDC.
               Subcontractor agrees that Delivery of Aircraft from the storage
               site to the Conversion Facility shall constitute Delivery of
               Aircraft by MDC.  At the time of Delivery each Aircraft shall be
               configured in its then current configuration.  Subcontractor 
shall
               complete the Services and Redeliver each Aircraft to MDC at the
               Conversion Facility in accordance with the Schedule.
          2)   In the event any discrepancies are identified prior to or
               during the flight to the Conversion Facility which are not
               required to be corrected as a part of the performance of the
               Services, the parties acknowledge and agree that, as between MDC
               and Subcontractor, the cost of correcting such discrepancies
 shall
               be borne by and be the responsibility of MDC.  In the event
 that
               MDC engages Subcontractor to correct such deficiencies, such
          engagement shall be pursuant to an ASR.
     3)   If a relocation of the Conversion Facility is requested by
          Subcontractor, Subcontractor shall be responsible for any and all
          commercially reasonable costs and expenses incurred by MDC and/or
          Federal Express as a result of (i) the relocation of the
          Conversion Facility or (ii) the performance of the Services at
          more than one Conversion Facility.
     4)   Such costs and expenses shall specifically include, but not
          be limited to:
          a)   relocation of any Aircraft, Federal Express or MDC Supplied
               Parts, or any other part, item or material from the Conversion
               Facility to another facility approved by MDC; and
          b)   any incremental costs incurred by MDC as a result of the
               Services being performed at more than one Conversion Facility
               (i.e. expenses related to additional employees required on
 site,
               etc.).
          Nothing contained in this Section 5.A.3) shall  be
          construed  (i)  as  the  consent  of  MDC  to  the
          performance of any of the Services at any facility other
          than  the  Conversion  Facility  and   said relocation shall
          only be permitted with the  prior written  consent  of  MDC,
          which  shall  not   be unreasonably   withheld  or  (ii)
          as   requiring Subcontractor to reimburse MDC for any costs
          other than those solely related to the Services provided
          hereunder.
     5)   Upon Delivery of each Aircraft, MDC and Subcontractor shall
          make a ground inspection of such Aircraft. Following such
inspection, Subcontractor shall complete, execute and deliver to MDC an
Aircraft Delivery Receipt.
     6)   Prior to the performance of the Services, Subcontractor
          shall remove all fixtures, instruments and other equipment from
          the applicable Aircraft determined by Subcontractor to be
          susceptible to damage or theft during the performance of the
          Services.  Subcontractor shall promptly provide to MDC a list of
          such items and Subcontractor agrees, at no additional charge to
          MDC and at Subcontractor's risk of loss, to provide adequate
          security and storage space for such items until completion of the
          Services on such Aircraft or, if requested by MDC, to return such
          items to MDC or its designee at MDC's expense.  Prior to
          Redelivery, Subcontractor shall re-install all such items in its
          possession on the applicable Aircraft as required by the
          Specifications.
     7)   As between MDC and Subcontractor, MDC shall be responsible
          for the costs and expense of providing a vendor to de-fuel the
          Aircraft at Delivery and re-fuel the Aircraft at Redelivery and to
          de-fuel and re-fuel the Aircraft at any other time during an
          Aircraft Visit.  As between MDC and Subcontractor, the cost of any
          fuel required shall be paid by MDC.  Subcontractor shall provide
          all personnel and support necessary for all re-fueling and de-
          fueling required of the Aircraft.
B.   Redelivery of the Aircraft.
     1)   Upon completion of the Services on an Aircraft and the
          testing described in Article 20, Subcontractor shall Redeliver the
          Aircraft to MDC at the Conversion Facility in accordance with the
          provisions of this Agreement.  At the time of Redelivery,
          Subcontractor shall assist MDC in verifying that all applicable
          attachments and supporting documentation for such Aircraft are
          complete.  Upon Redelivery, MDC shall execute and deliver to
          Subcontractor a Certificate of Acceptance for the redelivered
          Aircraft.  Subcontractor's Redelivery of an Aircraft to MDC and
          MDC's signature constituting the airworthiness release shall
          constitute a certification by MDC that:
          a)   The Aircraft's Maintenance Log will have received all
               appropriate entries required by applicable law, the GMM and
 this
               Agreement, including the airworthiness release signature and a
                    maintenance release each signed by MDC's duly authorized
                    representative;
               b)   All requested Services shall have been completed and
                    appropriately documented and shall have been performed in
                    conformance with all applicable FARs and the GMM; and
               c)   All Services shall have been performed in accordance with
                    the provisions of the Specifications and all provisions
 of this
                    Agreement and the Services performed shall not have
 adversely
                    affected the operation of systems or components not
 encompassed
                    within the Services.
     C.   Flight Maintenance Services
          1)   As part of the Services, Subcontractor shall provide, at no
               additional cost to MDC, the following services:
               a)   required preflight preparation consisting of, but not
                    limited to, a general cleaning of the interior of the
 Aircraft,
                    servicing of the lavatory and the cleaning of the exterior
                    windows and those areas required for inspection of the
 Aircraft
                    following execution by MDC of a Certificate of Acceptance;
 and
               b)   at Delivery and Redelivery, the ground handling, including
                    towing and repositioning of an Aircraft and the provision of
                    sufficient ground support equipment at Delivery and
 Redelivery
               c)   at Redelivery, completion of the Federal
Express Service Check.

6)   TAXES, CUSTOMS, AND DUTIES
     A.   Subcontractor's price for Services and Additional Services
          shall be inclusive of any and all Taxes (currently imposed or
 subsequently
          enacted) pertaining to goods and services provided
          by Subcontractor that are imposed by any taxing jurisdiction in
          connection with this Agreement, including but not limited to Taxes
          occasioned by the sale, lease, delivery, transfer, storage, use,
          consumption, manufacture, production, importation, or exportation
          of any goods or services for the purpose of any Services and
          Additional Services provided that MDC furnishes Subcontractor a
          valid state tax exemption certification.
     B.   Notwithstanding the preceding, Subcontractor shall not be
          required to pay to MDC  any United States (federal, state or
          local) Taxes measured by MDC's net income, capital or both; or
          payroll or employment taxes imposed on MDC with respect to MDC's
          employees.
          C.    In  addition, Subcontractor's price for  Services
          and  Additional  Services shall  be  inclusive  of
          any customs,  duties, and related brokerage,
          freight,  and other  charges or fees (including
          related interest  and penalties)  which  are imposed
          in connection  with  any goods  or  services
          provided by Subcontractor  to  MDC pursuant  to  this
          Agreement.  MDC will  apply  and/or arrange for any
          licenses or documentation necessary  to support
          or   permit  the  importation  of   aircraft,
          materials,   or  components  delivered   hereunder
          to Subcontractor's  modification  center  or  work
          site. Subcontractor  will furnish such data  and
          information and  render  such  assistance  as  may
          reasonably   be requested in connection therewith.
          D.    It  shall  be  Subcontractor's responsibility
to
          promptly  pay  to or reimburse MDC, upon MDC's
          demand, any  Taxes, customs, or duties that are
          imposed on  MDC by  any  taxing jurisdiction or
          customs authority  that Subcontractor  has  agreed to
          pay  Subcontractor  shall promptly notify MDC, in
          writing, if a claim is made  by any  jurisdiction for
          any Taxes, customs, or duties for which
          Subcontractor  has  assumed  responsibility  for
          payment pursuant to this Article 6.  In the event
          that such Taxes, customs or duties are levied,
          assessed,  or imposed  on  MDC, MDC shall promptly
          give Subcontractor notice  of  such  Taxes, customs,
          or duties,  whereupon
          Subcontractor  shall  promptly pay  and  discharge  the
          same,  or  if  permitted by law and requested  by  MDC,
          shall contest such liability before payment.  MDC  also
          shall  have  the  right to participate in  any  contest
          conducted  by  Subcontractor with  respect  to  a  Tax,
          custom,  or  duty for which Subcontractor  has  assumed
          responsibility for payment pursuant to this Article  6,
          including  without  limitation  the  right  to   attend
          conferences with taxing or customs authorities and  the
          right  to  review submissions to the taxing or  customs
          authorities  or  any court to the extent  such  contest
          does not involve, or can be separated from, the contest of
          any other Taxes or issues unrelated to the Services and
          Additional  Services described in this  Agreement.
          Subcontractor  agrees  to comply  with  any  reasonable
          written   request  by  MDC  regarding  payments   under
          protest, claims, litigation or proceedings with respect to
          any  such  Taxes, customs, or duties.  Any  payment made
          by MDC of such Taxes, customs, or duties will  be made
          upon protest if so directed by Subcontractor.   If payment
          is made, MDC will, at Subcontractor's expense, take such
          action as Subcontractor may reasonably direct to recover
          such payment.
          
7)   EXCUSABLE DELAYS
     A.   Neither party shall be responsible to the other party for
          any excusable delay ("Excusable Delay") in the performance of its
          respective duties under this Agreement.  An Excusable Delay shall
          be deemed to have occurred if a party's delay in performance is
          due to causes such as an act of God, partial or complete
          destruction of the Aircraft, court actions and orders, acts of
          public enemies, acts of any kind of the government of the United
          States, or any state or other subdivision thereof, war, natural
          disaster, insurrection or riots, civil commotion, fire, floods,
          plagues, epidemics, strikes, lock-outs, organized labor action
          resulting in a slowdown or interruption of work, inability after
          due and timely diligence to seasonably procure material,
          accessories, equipment or parts or qualified labor or without
          limitation by enumeration of the foregoing any other causes beyond
          such party's reasonable control and not occasioned by the
          intentional acts or omissions or negligence of the relevant party.
          None of the foregoing shall be considered an Excusable Delay if
          the cause of any such delay can be cured by the applicable party
          in any commercially reasonable legal way including, but not
          limited to, the payment of commercially reasonable amounts of
          money.  Both parties shall use their best efforts to inform the
          other by written notice in the event of the occurrence of an
          Excusable Delay and the probable extent of such delay and shall
          from time to time thereafter notify the other party of any
          material development relating to such delay or the cause thereof.
          The relevant party shall take all reasonable steps to mitigate the
          effects of any such delay.
     B.   Notwithstanding any rights Subcontractor may have to take
          other action, Subcontractor shall not be held responsible for, nor
          be deemed to be in default on account of, delays in the
          performance of this Agreement due to failure of MDC to deliver to
          the Conversion Facility any Federal Express Supplied Parts or MDC
          Supplied Parts or to respond in a prompt manner under the terms of
          Article 3. hereof or to take any other action required hereunder.
     C.   Upon the occurrence of an Excusable Delay, this Agreement
          shall remain in full force and effect during the period of such
          Excusable Delay so long as the same does not extend beyond ninety
          (90) days, and the scheduled Redelivery Date of each Aircraft
          affected by such Excusable Delay shall be extended and modified
          accordingly.  If any Excusable Delay lasts for more than ninety
          (90) days;
          1)   this Agreement may be canceled by either party by written
               notice as to one or more affected Aircraft in which case neither
               party shall have any liability whatsoever other than in
 respect of
               work already performed and substantiated  with respect to this
               Agreement as to the terminated Aircraft; and
               2)   if the Agreement is not terminated, then both
               parties shall use diligent efforts to ensure
               that the  time requirements of the Schedule are
               amended to     reflect   a  mutually  acceptable
               completion
               schedule.
          D.     Notwithstanding  the  foregoing  or  any
other
          provision  of  this  Agreement,  MDC  shall   have
          no obligation   to  Deliver  any  affected   Aircraft
          to Subcontractor in the event MDC or its customer
          Federal Express  reasonably determines that an
          Excusable  Delay could  arise  during the Aircraft
          Visit  of  any  such Aircraft  and  that such
          Excusable Delay would  prevent such Aircraft from
          being Redelivered in accordance with the   Schedule.
          Any  delay  in  performance  of  this Agreement
          caused  by  MDC's  failure  to  Deliver   an Aircraft
          pursuant  to  this  Paragraph  D   will   be
          considered an Excusable Delay.
          E.    If  MDC  terminates  this Agreement  pursuant
to
          Paragraph C above due to an Excusable Delay meeting
          the requirements  of Paragraph A above that
          constitute  an act  of  God,  partial or complete
          destruction  of  the Aircraft,   acts  of  public
          enemies,   war,   natural disaster, insurrection of
          riots, civil commotion, fire, floods,  plagues  or
          epidemics, beyond  Subcontractor's reasonable
          control   and  not   occasioned   by   its
          intentional acts, omissions or negligence, then in
          that case, the maximum MDC shall be liable for other
          than in respect  of  work  already performed and
          substantiated with respect to this Agreement is
          $1,600,000.
          
8)   WARRANTY
     A.   Subcontractor's Warranties
          1)   With  respect to the performance of the
Services,
               Subcontractor warrants to MDC that such Services and all
               Subcontractor Supplied Parts used in connection with the
 Services
               shall, at the time of the Redelivery of each Aircraft
 to MDC, be
               free from:
               a)   Defects in material and workmanship;
               b)   Defects in design, except to the extent the design was
                   furnished by MDC or Federal Express;
c)   Defects caused by installation of any Part in a manner not
in accordance with the instructions of the manufacturer of such
Part; and
               d)   Defects arising from failure to conform to the description
                    of the Services set forth in the Specifications or any
 ASR Form
                    executed by MDC and Subcontractor after the date of this
                    Agreement.
          2)   Additionally, Subcontractor warrants to MDC (a) that
               Subcontractor has good title to all Subcontractor Supplied
 Parts, and
               other items otherwise supplied by Subcontractor under this
 Agreement
               to MDC and (b) that such Subcontractor Supplied Parts and other
 items
               otherwise supplied by Subcontractor under this Agreement
 to MDC are
               merchantable and fit for their intended purpose.
          3)   The warranty set forth herein will survive technical
               acceptance of the Services only upon the conditions and
 subject
               to the limitations set forth in this Article 8.
          4)   Subcontractor also warrants that at the time of Redelivery
               by Subcontractor to MDC all documents provided to MDC pursuant to
               this Agreement shall be free from errors and omissions,
 excluding
               any data provided in any form whose source is data and/or
 manuals
               and/or documents of any form obtained from the previous owner of
               the Aircraft.  Subcontractor's liability under this Paragraph
 A.4)
               is limited to replacement during the first sixty (60) months
 after
               redelivery of the last Aircraft to Federal Express by MDC under
               this Agreement with a similar Subcontractor document or page
               thereof free from the error in question.  If such an error
 poses a
               severe material operational limitation or restriction to
 Federal
               Express, Subcontractor shall use its commercially reasonable
               efforts to provide to Federal Express within twenty four (24)
               hours following receipt of notification to Subcontractor by MDC
               and/or Federal Express that the condition exists, a temporary
 page
               correction, or replacement data and if this is not possible, a
               corrective action plan indicating when such data will be
 provided.
     B.   Condition of Warranties
          1)   Except as expressly set forth herein, Subcontractor's
               warranties set forth shall be effective for the following
 periods:
               a)   as to Subcontractor Supplied Parts and Sub-Subcontractor
                    Parts, the warranty period shall commence upon the
 redelivery to
                    Federal Express by MDC of the Aircraft upon which the
                    Subcontractor or Sub-Subcontractor Part is installed,
 and shall
                    continue for forty two (42) months thereafter.  With
 respect to
                    Subcontractor or Sub-Subcontractor Parts repaired or
 overhauled by
                    Subcontractor or any Sub-Subcontractor any remaining
 warranty
                    period shall apply to a repaired part, and for an
 overhauled part
                    either the remaining warranty period or twelve (12) months,
                    whichever is longer, shall apply (with respect to
 Subcontractor
                    Supplied Parts with shelf-life limitations, the warranty
 period
                    shall be the period of the manufacturer's warranty, such
 period to
                    commence upon Redelivery of the Aircraft); and
               b)   as to Services performed on an Aircraft, the warranty period
                    shall commence upon redelivery to Federal Express by MDC
 of such
                    Aircraft and continue for forty two (42) months
 thereafter.
     C.   Limitations to Warranties.
          Notwithstanding any other provisions hereof,
          Subcontractor shall have no obligation under this
          Article 8 if MDC or Federal Express:
          
          1)   following Redelivery, has not operated and maintained the
               warranted item in accordance with the FARs, manufacturers'
               recommendations, and Federal Express' Engineering Maintenance
               Program Specification (Federal Express Engineering Report
 84013);
               or
          2)   following Redelivery, has not used the warranted item under
               normal operating conditions or has subjected such item to
 misuse,
               abuse, improper installation or application, improper
 maintenance
               or repair, alteration, accident or negligence in use, storage,
               transportation or handling by anyone other than Subcontractor
 or
               its Sub-Subcontractors; or
3)   has not notified Subcontractor in writing within ninety (90)
days of its or its agent's discovery of the defect in the
warranted item, provided, however, that a failure by MDC or Federal Express
to provide such notice shall not entitle Subcontractor to reject any
warranty claims unless such failure has an adverse material impact on
Subcontractor's ability to honor such warranty claim.
     D.   Wear and Tear
          1)   Normal wear and tear and the need for regular overhaul shall
               not constitute a defect or failure under this warranty.
     E.   Warranty Repairs
          1)   Subcontractor shall replace or repair, at Subcontractor's
               expense, any warranted Subcontractor Supplied Part and shall
               correct any portion or all of the Services which in the
               reasonable determination of MDC are defective.  Subcontractor
          shall also be obligated to repair or replace any other item which
          has suffered damage directly caused as a result of a defective
          Subcontractor Supplied Part or Service which damage occurs within
          sixty (60) days following the redelivery date of each Aircraft to
          Federal Express by MDC.
     2)   Notwithstanding any other provisions contained herein, MDC
          reserves all of its rights and remedies under this Agreement and
          in no event shall the acceptance of warranty services set forth in
          this Article 8 be deemed to constitute a waiver of the right to
          future warranty claims against the same Subcontractor Supplied
          Parts or Services provided the defect and repair required are
          still, in the reasonable judgment of MDC, within the scope of the
          warranty and the limitations set forth in Article 8.
F.   MDC Warranty Repairs
     1)   If Subcontractor cannot perform within a reasonable time the
          replacement or repair referred to in this Article 8 or if it is,
          in the opinion of Subcontractor, not feasible for Subcontractor or
          its Sub-Subcontractors to perform the replacement or repair, MDC
          and/or Federal Express will be authorized, upon Subcontractor's
          prior written consent, to perform the replacement or repair or
          have the replacement or repair performed at Subcontractor's
          expense ("MDC Warranty Repairs").
     2)   Notwithstanding the foregoing, if for valid operational
          reasons (in the reasonable business judgment of MDC and/or Federal
          Express) there is insufficient time to obtain Subcontractor's
          prior written consent, MDC and/or Federal Express may perform such
          replacement or repair without Subcontractor's prior written
          consent. In all such events, it shall be MDC's and/or Federal
          Express' responsibility to certify the business operational
          requirements which rendered it impracticable to obtain
          Subcontractor's prior written consent and to demonstrate to
          Subcontractor's reasonable satisfaction that any warranty claim
          based upon such repair is a valid warranty claim.
     3)   In the event that MDC and/or Federal Express performs such
          replacement or repair hereunder, Subcontractor shall have the
          option of staffing such replacement or repair with such technical
          representatives as it deems necessary to monitor the repairs. Upon
          receipt of MDC's and/or Federal Express' claim for reimbursement
          with respect to MDC Warranty Repairs, Subcontractor shall
          reimburse MDC and/or Federal Express for an amount equal to the
          lesser of:
          a)   MDC and Federal Express direct cost for all Parts and
               materials incorporated in such repair or replacement plus all
               reasonable direct labor cost and all reasonable transportation
               cost incurred by MDC and Federal Express in the performance of
               Warranty Repairs.  Subcontractor will establish reasonable
               standard labor hours therefor and will reimburse MDC and/or
               Federal Express for such standard hours at MDC's and/or Federal
               Express' direct labor rate (average hourly labor rate,
 exclusive
               of fringe benefits, applicable to employees performing
 warranty
               repairs) plus a burden of not to exceed fifty percent,
 provided
               such amounts shall in no event exceed two hundred percent of
               Subcontractor's direct labor rate.  If MDC's and/or Federal
               Express' actual labor hours substantially exceed the standard
               labor hours established by Subcontractor, the parties will
               negotiate to establish new standard labor hours, taking into
               consideration the actual labor hours incurred by MDC and/or
               Federal Express and other operators of DC-10 aircraft in
 making
               similar corrections; or
          b)   the amount which Subcontractor would have charged MDC and/or
               Federal Express for such repair or replacement had
 Subcontractor
               performed such repair or replacement and if such repair or
               replacement were not under warranty, which amount shall be
               provided to MDC and/or Federal Express with reasonable
               documentation to verify such amount to MDC's and/or Federal
               Express' reasonable satisfaction.
          Subcontractor shall reimburse MDC and/or Federal
          Express within sixty (60) days for any amounts due and
          owing to MDC and/or Federal Express pursuant to this
          Article 8.
     G.   Assignment of Warranties
          1)   Subcontractor agrees to assign and does hereby assign to MDC
               any and all assignable warranties, service life policies and
               patent indemnities of manufacturers, suppliers and Sub
               Subcontractors other than Subcontractor which arise in
 connection
               with the Services or Additional Services, and, upon MDC's
 request,
               Subcontractor shall provide to MDC reasonable assistance in
               enforcing MDC's rights under such warranties, service life
               policies and patent indemnities.  Upon MDC's request,
               Subcontractor shall give notice to any such manufacturers,
               suppliers and Sub-Subcontractors of the assignment of such
               warranties, service life policies and patent indemnities.
          2)   For those Subcontractor Supplied Parts that are acquired by
               Subcontractor from Sub-Subcontractors installed on the
 Aircraft
               during the performance of the Services, (the
 "Sub-Subcontractor
               Warranty Parts"), in the event of a default by the supplier of
               such Sub-Subcontractor Warranty Parts in the performance of any
               material obligation under any applicable warranty from such
               supplier, or in the event of a disclaimer of responsibility by
               such supplier for any defect constituting a breach of such
               warranty and upon timely notice thereof to Subcontractor, the
               warranties and all other terms and conditions of this
 Article 8
               shall become applicable as if such Sub-Subcontractor Warranty
               Parts had been manufactured by Subcontractor except that the
               warranty period shall be the warranty period as set forth
 herein
               or the supplier's warranty period, whichever is shorter,
 and all
               transportation costs associated with such Sub-Subcontractor
               Warranty Parts shall be borne by MDC.  Subcontractor shall use
               commercially reasonable efforts to obtain from its Sub
               Subcontractors warranties at least as favorable as those
 provided
               by Subcontractor to MDC herein.
     H.   Warranty Procedures
          1)   All warranty claims shall be submitted in writing to
               Subcontractor's Warranty Administrator at Goodyear, Arizona,
 and
               shall include the identity of the part or document involved,
               including Subcontractor's part number or identification number,
               nomenclature and the quantity claimed to be defective; the
               identity of the Aircraft from which each part was removed or
 which
               document applies; the date the claimed defect became apparent
 to
               MDC or its agents; the total flight hours accrued on the part
 at
               the time the claimed defect became apparent to MDC; and a
               description of the claimed defect and circumstances.
          2)   MDC shall pay all costs of transportation of any defective
               part or document returned to and from Subcontractor's facility in
               Goodyear, Arizona.  In the event such returned part or document
 is
               defective, Subcontractor shall reimburse MDC for the actual
               transportation costs for such defective parts or documents to
 and
               from Subcontractor's facility.
          3)   Subcontractor shall approve or disapprove in writing MDC's
               warranty claim within forty five (45) days following receipt of
               such claim.  In the event  that Subcontractor does not respond to
               such claim within such forty-five (45) day period, the claim
 shall
               be deemed accepted.
               
9)   INDEMNIFICATION AND LIMITATION OF LIABILITY
          A.    Subcontractor shall indemnify, defend,  and  hold
          harmless  MDC,  its officers, directors  and
          employees from   any   and  all  liabilities,
          damages,   losses, expenses,   claims,   suits  or
          judgments,   including reasonable attorneys' fees and
          expenses, for the  death of  or bodily injury to any
          person and for the loss of,
          damage to, or destruction of any property to the
          extent arising out of the performance by
          Subcontractor of  its obligations hereunder or the
          breach of the Warranty  or any other provision of
          this Agreement by Subcontractor, its  agents,
          employees  or Sub-Subcontractors  or  any person  for
          whose acts or omissions Subcontractor,  its agents,
          employees    or    Sub-Subcontractors
          are
          responsible;  provided,  Subcontractor  shall  not
be
          liable under the provisions of this Paragraph 9.A.
          for any liabilities, damages, loss, expenses, claims,
          suits or  judgments  arising solely from  the
          negligence  or willful  misconduct of MDC's
          employees.  The intent  of this  Article  9.A. is
          that, if there is any  liability attributable  to
          the joint negligence  and/or  willful misconduct  of
          Subcontractor  and  MDC,  Subcontractor will, in the
          first instance, assume responsibility  for payment of
          such liability.  Notwithstanding anything in this
          clause  or  Agreement to the  contrary,  however,
          Subcontractor  shall have the right to assert  a
          claim against  and  recover from MDC to the extent
          of  MDC's proportionate fault for any contributory
          negligence  or willful misconduct of MDC; provided,
          however, that  MDC will  not  be  bound  by the terms
          of  any  underlying settlement  or judgment with
          respect to such  liability unless  MDC  has
          consented  in  writing  to  be  bound thereby.
          B.    MDC  shall  indemnify, defend, and hold
harmless
          Subcontractor,  its officers, directors  and
          employees from   any   and  all  liabilities,
          damages,   losses, expenses,   claims,   suits  or
          judgments,   including reasonable attorneys' fees and
          expenses, for the  death of  or bodily injury to any
          person and for the loss of, damage to, or destruction
          of any property to the extent arising   solely   from
          the  negligence   or   willful misconduct  of  MDC's
          employees in the  performance  of MDC's obligations
          hereunder.
          
10)  TECHNICAL DATA
     A.   Technical Data may be provided to Subcontractor during the
          term of this Agreement.  All information contained in the
Technical Data is owned by MDC, Federal Express or a third party and is
proprietary and confidential to such party; and, except as expressly
provided herein, is furnished solely for use in the performance of
Subcontractor's obligations under this Agreement and not for disclosure to
any other party or for any other use. Subcontractor agrees to use its best
efforts to protect and maintain the proprietary and confidential status of
the Technical Data.  In the event it is necessary to disclose Technical Data
to third parties, Subcontractor agrees that it will impose upon third
parties to whom such disclosures are made obligations no less  stringent
than those set forth in this Agreement. Subcontractor agrees to furnish
evidence of said third party Agreement to MDC.  Except as may otherwise be
provided herein, any information in the Technical Data which can be shown to
be in any of the following categories shall lose its confidential status
upon such a showing:
          1)   that which is in the public domain at the time  of
               disclosure;
          2)   that which later becomes a part of the public domain by
               publication or otherwise, except by breach of this Agreement or
               any third party under an obligation of confidence;
3)   that which Subcontractor can establish by competent proof
was in its possession at the time of disclosure and was not
acquired directly or indirectly from the disclosing party or from a
third party under an obligation of confidence:
          4)   that which Subcontractor lawfully receives from third
               parties on a nonconfidential basis; and
5)   that which is independently developed by Subcontractor
without the use of the Technical Data furnished by the
disclosing party under this Agreement.
          Subcontractor  agrees  not  to  use  any  of  the
          MDC Technical Data for so long as such information
          remains in  a confidential status except for the
          performance of Services  under this Agreement.
          Technical  Data  shall be  identified with an
          appropriate legend,  marking  or stamp   or   other
          positive  written  identification; provided,
          however,  that  failure  of  the  disclosing party
          to  mark,  stamp or identify any Technical  Data
          shall  have  no  effect on the confidential  status
          of such  Technical Data if the recipient knew,  or
          should reasonably  have  known,  that  the
          disclosing   party considers such Technical Data to
          be confidential.
          
     B.   Injunctive Relief
          1)   The parties agree that in the event Subcontractor violates
               or threatens to violate the provisions of this Article 10 as it
               pertains to the Technical Data, MDC may be entitled to obtain
               from a court of competent jurisdiction preliminary and permanent
               injunctive relief as well as an equitable accounting of all
               profits or benefits arising from such violation which rights and
               remedies shall be cumulative and in addition to any other rights
               or remedies at law or in equity to which MDC may be entitled.
               
11)  NOTICES
     All  notices,  approvals, requests, consents,  invoices  and
     other  communications given pursuant to this Agreement
     shall be  in  writing and shall be deemed to have been
     duly  given when  received  if hand-delivered, sent by
     telex,  sent  by courier  or Federal Express service or
     sent by certified  or registered mail, addressed as
     follows:
          If for MDC:
               McDonnell Douglas Corporation
              3855 Lakewood Blvd., MC:  D035-0035
               Long Beach, CA  90846
               Attn:  Sam Fasheh
               Supplier Management - Product Support
               Phone:  (562) 982-9309 or (562) 593-9454
               Fax:  (562) 593-5709 or (562) 593-4785
          If to Subcontractor:
               Dimension Aviation, Inc.
               Goodyear Municipal Airport
               Hangar 521658 South Litchfield Road
               Phoenix, AZ  85338
              Attn:  Thomas F. Derieg
               Phone:  TBD   Fax:  TBD
12)  ASSIGNMENT
     This  Agreement shall inure to the benefit of and be
     binding upon each of the parties and their respective
     successors and assigns,  but  neither the rights nor the
     duties  of  either party  under this Agreement may be
     voluntarily assigned,  in whole  or  part,  without the
     prior written consent  of  the other  party,  which  is
     not to be  unreasonably  withheld. Either party shall be
     entitled to assign all or part of this Agreement to a
     wholly-owned subsidiary; and MDC may, without
     Subcontractor's consent, assign all or part  of  its
     rights and  obligations  under  this  Agreement,  without
     recourse against  MDC, to an entity into which is placed
     all or  part of
     MDC's   commercial   aircraft  business.    Upon   such
     assignment,  Subcontractor will  look  exclusively  to
     such assignee for performance under this Agreement;
     provided that under no circumstances shall the foregoing
     be considered  as releasing  any party from any of its
     obligations under  this
     Agreement.

13)  CHANGES
     A.   The terms and conditions of this Agreement may be amended
          from time to time by means of:
          1)   An ASR, pursuant to the provisions of Article 3.
          2)   by other written amendments duly signed by both parties;
          The ASR, and such other written amendments shall not be
          binding  on  either party until signed by  the  Federal
          Express   Representative,   MDC   Representative    and
          Subcontractor,   and  upon  being   so   signed   shall
          constitute  amendments to this Agreement in  accordance with
          the provisions of this Article 13.
     B.   MDC's Engineering and Technical personnel may, from time to
          time, render assistance or give technical advice to, or effect an
          exchange of information with, Subcontractor's personnel in a
          liaison effort concerning the Services.  Such assistance, advice,
          or exchange of information shall not be considered a request for
          Additional Services nor shall such exchange allow Subcontractor to
          deviate in any manner from the provisions of this Agreement.
          Additional Services shall only be authorized if they are directed
          in writing by those persons authorized to give such an order as
          specified in Article 3.  Subcontractor's compliance with any
          order, direction, interpretation or determination, either written
          or oral, from someone other than a person designated as being
          authorized to issue change orders shall be at Subcontractor's risk
          and MDC shall not be liable or otherwise responsible for any
          resulting cost increase, delay in performance or nonconformance by
          Subcontractor with the provisions of this Agreement.
          
14)  DOCUMENTATION
     A.   Right of Review
          At  all times during the term of this Agreement,  on  a non-
          interference basis, MDC and Federal Express reserve
          the  right  to  review all available  modification
          and maintenance  documentation including, but  not
          limited to,   drawings,  maintenance  work  cards,
          engineering orders  and manual revisions to ensure
          compliance  with the Specifications.  At no
          additional charge and at the request of MDC or
          Federal Express, Subcontractor  shall provide  copies
          of such documentation  to  the  FAA  if required  by
          the FAA for addition of the Aircraft  onto Federal
          Express' operations specifications. Subcontractor
          shall promptly provide any  additions  or
          clarifications   to   any   applicable
          Subcontractor documentation to the extent required by
          this  Agreement or the FAA related to the performance
          of the Services.
          
15)  APPLICABLE LAW
     This Agreement shall be construed and the performance
     hereof shall  be  determined according to the laws of the
     State  of New  York,  United  States of America,
     excluding  its  laws regarding conflict or choice of law.
     
16)  PARTS AND MATERIALS
     A.   Parts
          1)   In the event that a Subcontractor Supplied Part is not
               available in accordance with Subcontractor's modification plan,
               Subcontractor shall use its commercially reasonable efforts to
               establish a "work-around" plan which will enable such
               Subcontractor Supplied Part to be installed at a later date
 prior
               to the Scheduled Redelivery Date of the affected Aircraft,
               provided, however, that nothing contained in this Article 16
 shall
               reduce, limit or negate Subcontractor's obligation to
 Redeliver
               each Aircraft in accordance with the Schedule.
          2)   Subcontractor and its Sub-subcontractors shall supply all
               available technical documentation, teardown data (including
               maintenance release tags and repair findings), and testing
               reports related to the Services or Additional Services. (Ref:
               GMM 9-1-100 Item 3 E 1 through 6)
          3)   All Recoverable Parts or Rotable Parts removed from the
               Aircraft by Subcontractor shall have a Federal Express Rotable or
               Recoverable Parts Tag or FAA (8130-3) equivalent completed and
               attached.
          4)   Unless otherwise approved in advance by MDC's Representative
               in writing, all Subcontractor Supplied Parts provided by
               Subcontractor for performance of the Services (excluding Parts
               which are removed from the Aircraft and which will be returned to
               the Aircraft) shall be new, unused Parts that conform to
 current
               manufacturers' standards ("New Parts").
5)   MDC's representative or its designee may, in its sole discretion,
agree to accept USZTSO in lieu of new Subcontractor Supplied Parts ,
provided that the price for such Subcontractor Supplied Parts shall be
reduced appropriately. Any USZTSO Parts installed by Subcontractor shall be
certified by a FAA approved repair station on Federal Express's approved
vendor list.
          6)   All Parts to be used in the performance of the Services
               shall comply with applicable United States airworthiness
               regulations, FARs, all requirements of the FAA, the
               Specifications, and the GMM.
          7)   Subcontractor shall assist MDC in the accumulation,
               inventory, storage, and record accountability including, but not
               limited to, current Aircraft issues, for all Parts from
 receipt to
               installation on an Aircraft.  Subcontractor shall be responsible
               for the replacement or repair of any Parts (including, but not
               limited to, Federal Express Supplied Parts and MDC Supplied
 Parts)
               lost or damaged while in Subcontractor's control.
               a)   For all Parts that are removed prior to or during
                    performance of the Services and are to be reinstalled on
 the Aircraft, or permanently removed, or are unused Federal Express Supplied
 Part or MDC
Supplied Parts, Subcontractor shall tag such Part in accordance with the MDC FAA
approved Repair Station Manual.  MDC shall determine the appropriate
 disposition of
such Parts at or prior to the Redelivery of each Aircraft. The tag shall
 indicate (i)
the status of the Part when removed (i.e. okay to install, rework, or reject)
which shall be determined by either operation of the Part during acceptance
 and ferry
flights to the Conversion Facility or by an On Aircraft Test Procedure (OATP)
 after
arrival at the Conversion Facility and (ii) if available, the time and cycles
 since
new or last overhaul.
               b)   In addition to the tag referenced above, Parts that are
                    removed prior to or during performance of the Services
 and are to
                    be reinstalled on the Aircraft or permanently removed, or
 are
                    unused Federal Express Supplied Parts, shall have the
 applicable
                    Federal Express tag attached.
               c)   Subcontractor shall assist MDC in maintaining a material
                    management system adequately staffed with qualified
 personnel to
                    handle receipt, inventory, warehousing, quality control,
                    inspection, storage, transportation, packaging, issue, and
                    disposition of Parts.  MDC and Federal Express shall have
 the
                    right to request the assistance of Subcontractor in the
 auditing
                    of the record keeping and storage management operations
                    established by MDC pertaining to Services or Additional
 Services
                    on any Aircraft.
               d)   MDC and Subcontractor shall dispose of permanently removed
                    or unused Federal Express Supplied Parts as soon as
 practicable in
                    accordance with the MDC Representative's instructions,
 but in no
                    event more that five (5) days after the receipt of such
                    instructions.
               e)   All Federal Express Supplied Parts and removed equipment
                    shall be stored, transported, and shipped in Federal
 Express
                   supplied shipping containers.  If Federal Express does not
                   provide shipping containers, packaging appropriate to
 prevent
                   damage to such Parts and in accordance with aircraft
 industry
                   standards shall be at the expense of MDC.
         8)   All Rotable Parts and Recoverable Parts (in addition to
              those included in the Federal Express Supplied Parts) required
 for
              the support of the Aircraft during the Services will be
 furnished
              by MDC and maintained by Subcontractor, except as otherwise
              mutually agreed to between MDC and Subcontractor.  Such Rotable
              Parts and Recoverable Parts will be furnished to the Conversion
              Facility prior to the Subcontractor required date by MDC.  A
              listing of Rotable Parts and Recoverable Parts, if such
 components
              are determined to be necessary, will be mutually agreed to by
 the
              Parties.
    B.   Supply of Parts, and Materials
         1)   MDC shall provide all Parts except the Subcontractor
              Supplied Parts.  Subcontractor shall provide all Subcontractor
              Supplied Parts (if any) and Expendable and Consumable Materials
              and all tooling (except as provided in Exhibit X), equipment,
              facilities and fixtures which are necessary for the performance of
              the Services and Additional Services.  Subcontractor shall be
              responsible for the timely procurement of the Subcontractor
              Supplied Parts , to ensure compliance with the terms and
              conditions of this Agreement.
         2)   Subject to agreement by Federal Express, Subcontractor
              shall, if necessary, have access to the Federal Express Maxi
              Merlin parts and component control system or equivalent system.
              MDC and Federal Express will furnish the equipment and training
              required to make the Maxi-Merlin or equivalent system entries.
              Subcontractor will perform all data entry into the Maxi-Merlin or
              equivalent system for all Parts on the Aircraft which require
 Maxi-
              Merlin or equivalent system entry.
              
17)  MDC AND/OR FEDERAL EXPRESS SUPPLIED PARTS
    A.   Subcontractor  will assist MDC in the handling and storage
         of MDC Supplied Parts and Federal Express Supplied Parts to
         protect them from damage or deterioration.  Deterioration does not
         include items deteriorated due to the lapse of shelf-life or other
         inherent deterioration.  MDC Supplied Parts and Federal Express
         Supplied Parts shall be isolated from Subcontractor's parts, and
         Subcontractor shall ensure limited access to, and security for,
         MDC Supplied Parts and Federal Express Supplied Parts.
    B.   MDC shall furnish the Parts (excluding the Subcontractor
         Supplied Parts) to Subcontractor, at the Conversion Facility, no
         later than fifteen (15) days prior to the Delivery date of each
         Aircraft.  MDC shall also provide Technical Data in the form of
         specifications for Federal Express Supplied Parts ("Parts
         Technical Data"), consisting of, but not limited to a written
         detailed description of the dimensions, weight and  all
         information necessary for the installation and operation thereof.
         Such dimensions and weight shall not thereafter be revised unless
         authorized by an amendment to this Agreement.  MDC shall also
         provide Technical Data in the form of engineering information for
         the implementation of the MDC Specifications and Federal Express
         Engineering Orders ("Engineering Technical Data"), consisting of,
         but not limited to all instructions necessary for installation and
         operation thereof.  Specific data requirements unique to
         Subcontractor's internal process which normally would not be
         required in MDC operations shall be the responsibility of
         Subcontractor unless MDC data exists which can be used to satisfy
         Subcontractor's internal requirements or MDC has not imposed on
         its suppliers either MDC's Commercial Product Support Agreement 12-
         100 or a tailored version thereof.  Notwithstanding any other
         provision of this Agreement, MDC is not obligated to deliver any
         Engineering Technical Data more than forty-five (45) days prior
         to the Delivery Date of the applicable Aircraft.
C.  MDC  agrees, represents and warrants that each item  of
          Federal Express Supplied Parts or MDC Supplied Parts to be
furnished by MDC shall be new, or if not new, shall have an FAA Serviceable
Tag or equivalent.
    D.   In the event that a Federal Express Supplied Part or MDC
          Supplied Part or Engineering Technical Data or Parts Technical
          Data is not available due to a late delivery, Subcontractor shall
          use its commercially reasonable efforts to establish a "work
          around" plan which will enable such Part to be installed at a
          later date prior to the scheduled Redelivery Date of the affected
          Aircraft.  Subcontractor will minimize any resulting costs and
          effects on schedule in developing a "work-around" plan.  All
          reasonable costs incurred by Subcontractor in establishing a "work-
          around" plan shall be paid by MDC and the Redelivery date for the
          affected Aircraft shall, if necessary, be adjusted accordingly.
          An ASR form reflecting cost and schedule affects shall be signed
          by both parties in accordance with Article 3 herein.
          
18)  REGULATORY REQUIREMENTS
    A.   Subcontractor shall during the term of this Agreement, or in
          respect of any Aircraft, during the period ending  upon
          Redelivery:
         1)   at all times assist MDC to ensure that Subcontractor's
               facility meets the technical and operational requirements of
 an
               MDC FAA certified repair station authorized to perform the
               Services and Additional Services under an FAR Part 145
               Certificate which shall include the appropriate ratings for
               performance of the Services and Additional Services;
         2)   at all times perform the Services and Additional Services in
               accordance with the requirements of the Specifications, any
               applicable ASR forms and MJCSs, this Agreement, all applicable
               law and FARs, the FAA, and any other US governmental body
 having
               jurisdiction over the Services or Additional Services;
3)  promptly correct, in a manner reasonably satisfactory to MDC
and satisfactory to the FAA, any discrepancies in the Services
that are not in compliance with the applicable regulations,
duly report all such discrepancies to MDC and if requested
assist MDC in reporting such discrepancies to the FAA;
         4)   assist MDC to promptly provide a copy of the
items
              reportable in accordance with FARs to MDC;
         5)   assist MDC to provide all appropriate records required to
              comply with the FARs;
         6)   assist MDC in the preparation of an FAA Form 337 in
               accordance with the FARs for the Services in order for MDC to
               maintain or secure, as applicable, the FAA Certificate of
               Airworthiness;
         7)   assist MDC in the classification of major and minor repairs
              in accordance with the FAA regulations and the GMM.
         8)   assist MDC in maintaining the appropriate data and records
               to prepare the maintenance records, alteration and repair
 reports
               required by FAA Form 337 and all applicable FARs;
9)  provide component serviceable tags for all repaired,
overhauled or exchanged components provided by Subcontractor in accordance
with all applicable FARs and the GMM;
          10)  be responsible for accomplishing all sign-offs for routine
               work task card inspection items in accordance with the GMM;
11)  provide service engineering and quality control to ensure
that the Specifications and requirements of this Agreement are
completely and accurately adhered to;
      12)  promptly report to MDC's representative any discrepancies
               between FAA requirements and Subcontractor operations as noted or
               reported to Subcontractor by the FAA;
13)  be responsible for completing and reporting malfunction or
defect Reports for all items required under the FARs to its FAA
assigned airworthiness inspector per the FARs and provide one
(1) copy to MDC's Representative;
14)  provide to MDC records of all Services, Additional
Services, discrepancies, defects, component and piece part
removals, along with the related teardown findings as required
by the GMM;
          15)  maintain the necessary Technical Data and records to assist
               MDC and Federal Express in the preparation of alteration and
               repair reports required by the FARs;
          16)  not accomplish any Services or work other than the Services
               specifically described in the Specifications of this Agreement
               without prior written authorization from MDC's Representative
 in
               the form of an ASR Form;
          17)  be responsible for accomplishing all buy-backs/sign-offs for
               Federal Express' Required Inspection Items ("RIIs") as identified
               in the GMM; and
      18)  complete Federal Express' Special Non Routine Maintenance
               Form (SNRM), Aircraft Maintenance Log (AML) and Component
               Serviceable/Repair Tags for all service transactions
 accomplished,
               discrepancies, defects, Part removals, along with the related
               teardown findings and repair billing information. Subcontractor
               shall complete these documents in accordance with the related
               teardown findings and repair billing information. Subcontractor
               shall complete these documents in accordance with the GMM.
     B.   FAA Fines/Civil Penalties
      1)   In the event that MDC and/or Federal Express has a fine or
               civil penalty assessed against it by the FAA for a FAR
 violation,
               and it is mutually determined through a joint investigation by
               MDC, Federal Express and Subcontractor that:
               a)   Subcontractor had been contracted to perform the Services or
Additional Services under this Agreement and either failed to perform such]
Services or Additional Services or improperly performed such Services or
 Additional
Services; and any act or failure to act by the fined or penalized party did
 not
excuse performance hereunder; and
               b)   the proper performance thereof would have avoided the
                    assessment of such fines or penalties;
          then Subcontractor shall credit or pay the fined or penalized
          party a dollar amount equal to such fine or penalty, as
          reimbursement for the fine or penalty assessed against such party
          by the FAA, provided that:
          
             (i)  MDC gives Subcontractor prompt notice (within three (3)
 Business
                  Days after MDC receives a letter of investigation from the
 FAA or
                  three (3) Business Days after MDC's receipt of a fine or
 notice of
                  a pending fine, whichever occurs first) of any fine or pending
                  fine and promptly furnishes to Subcontractor copies of all
 papers
                  served upon or received by such party relating to such fine;
                  provided, however, that a failure by such party to comply with
                  this Paragraph 18.B.1)(i) shall not relieve Subcontractor
 of its
                  obligations under this Section 18.B except to the extent
                  Subcontractor's rights have been adversely affected by such
                  failure of such party; and, such party cooperates fully with
                  Subcontractor in the defense, including giving to
 Subcontractor
                  all data, documents and information within such party's
 possession
                  or knowledge that is material to the defense, all of which
 shall
                  be at the expense of Subcontractor.
                  
19)  INSURANCE
     A.   Coverage
       1)   Prior to the commencement of the Services, Subcontractor
               shall provide MDC evidence of satisfactory insurance coverage.
 Said
               insurance coverage shall:
               a)   be maintained at Subcontractor's expense at all times
 during the
                    term of this Agreement and for a period of five (5) years
                    thereafter;
               b)   name MDC and their respective employees, officers,
                    directors, representatives and agents as additional insureds
                    under Subcontractor's third party liability insurance,
 excluding
                    gross negligence and willful misconduct of MDC;
c)   name Federal Express and their respective employees,
officers, directors, representatives and agents as additional insureds
under Subcontractor's third party liability insurance excluding
operational liability, gross negligence and willful misconduct of
Federal Express;
               d)   contain a severability of interest clause;
               e)   provide that the insurance is primary and without
                    contribution from other insurance which may be available
 to the
                    additional insureds; and,
               f)   include the following insurance in the amounts noted:
                    (i)  Aviation Comprehensive Liability Insurance with a
 combined single
                         limit of liability of not less than Three Hundred
 Million U.S.
                         Dollars ($300,000,000.00) for Bodily Injury and
 Property Damage
                         under Products Liability, Completed Operations
 Coverage and
                         Premises Operation Liability;
                    (ii) Hangar Keeper's Liability Insurance providing property
                         damage coverage with limits of liability of Three
 Hundred Million
                         U.S. Dollars ($300,000,000.00) per occurrence; and
                    (iii)     Worker's Compensation as required by applicable
 law and
                         Employer's Liability Insurance of not less than One
 Million U.S.
                         Dollars ($1,000,000.00) per occurrence unless a
 greater amount is
                         required by law.
     B.   All insurance coverage set forth in Paragraph A above shall:
          1)   contain a waiver of subrogation by Subcontractor's insurers
               of any rights they may have against MDC, Federal Express and
               their respective employees, officers, directors, representatives,
               agents and subcontractors; and
          2)   contain a clause which states, except for war risks, that
               any cancellation, restriction or reduction in coverage shall only
               be effective upon thirty (30) days' written notice to MDC and
               Federal Express of such cancellation, restriction or reduction in
               coverage.
          C.    Subcontractor shall assume the risk  of  loss  or
          damage  to an Aircraft or equipment resulting from
          the negligence   or  intentional  acts  or
          omissions of
          Subcontractor  or  Sub-Subcontractors  for  the
          period beginning  with Delivery and ending with the
          Redelivery of  such  Aircraft  or  equipment  at  the
          Conversion
          Facility,  provided  that risk of  loss  or  damage
          to Aircraft  shall  pass to MDC for the period  that
          such Aircraft is operated by MDC prior to the
          Redelivery  of the  Aircraft.   As between MDC and
          Subcontractor,  the risk  of loss or damage to an
          Aircraft or equipment  in all other cases remains
          with MDC.
     D.   Letter of Credit
                In  addition  to the insurance coverage
          outlined above,  the  Subcontractor shall provide
          MDC  with  an irrevocable   letter  of  credit   from
          a   financial institution acceptable to MDC.  Such
          letter  of  credit shall  be in the form attached
          hereto as Exhibit Z  and shall be in the following
          amounts:
               1.   3/10/97 to 3/09/98  $3,000,000
          2.   3/10/98 to 3/09/99  $3,000,000
          3.   3/10/99 to 3/09/2000               $3,000,000
               MDC's realization of the Letter of Credit
          proceeds is  limited to the occurrence of MDC's
          exercise of  its rights of termination for default as
          defined in Article 21-B.1  (a)  of  the  Agreement.
          The  redemption  and resulting  proceeds of the
          letter of  credit  shall  be offset  against any
          amounts due MDC in accordance  with Article
          21.
20)  INSPECTION, DEMONSTRATION, ACCEPTANCE AND DELIVERY
     A.   Inspection and Demonstration
          1)   The performance of the Services by Subcontractor and all
               materials and Parts procured by Subcontractor for this purpose as
               well as log books, records and all other documentation may be
               inspected by MDC's and/or Federal Express' Representatives during
               normal business hours at the Conversion Facility.  All
 inspections
               by MDC's and/or Federal Express' Representatives shall be made in
               such a way that the performance of the Services is not hindered
 or
               delayed.
          2)   Subcontractor will perform all functional tests and
               inspections required in order to comply with this Agreement, the
               Specifications and the FARs.  Such tests will be performed, as
               appropriate, inside or outside the hangar, and Subcontractor
 shall
               provide the schedule of the performance of any tests or
               inspections to MDC's Representative.  The results of these tests
               will be provided in writing upon request to MDC and Federal
               Express, and at no additional charge to MDC or Federal Express.
               MDC and Federal Express shall have the right, but not the
               obligation, to observe on a non-interference basis the
 performance
               of such inspections and tests.  MDC's or Federal Express'
               inspection of an Aircraft prior to Redelivery shall not
 constitute
               an acceptance of Services not performed in accordance with this
               Agreement nor shall it release Subcontractor from its obligation
               to render the Services or Additional Services free from defects.
               It is further agreed that observance of or participation in such
               inspections and tests by MDC shall not be deemed to constitute
 an
               acceptance by MDC hereunder.
          3)   MDC's representatives, at any time prior to tender for
               technical acceptance of the Aircraft involved (as described in
               this Article), may request correction of Parts, or Services
 which
               they believe (a) are not in accordance with the Specifications or
               Subcontractor's standard engineering and quality manuals or (b)
               have material or workmanship which, if the Aircraft were
               Redelivered and were within the applicable warranty period,
 would
               entitle MDC and/or Federal Express to warranty correction under
               Article 8.  MDC shall promptly notify Subcontractor after it
               discovers any such nonconformance.  Subcontractor shall correct
 or
               replace all such Parts, Services or workmanship which are brought
               to its attention and mutually determined to be nonconforming.
          4)   Subcontractor shall perform all such procedures (including,
               without limitation, correction of discrepancies resulting
 from the
               Services or Additional Services) upon completion of the Services
               or Additional Services with respect to an Aircraft as required by
               the applicable manufacturer's manuals, as well as applicable FARs
               (tests required to be performed by Subcontractor are referred to
               as the "Subcontractor Tests"). If mutually agreeable, flight
 tests
               required by this Article 20 may be performed on the same flight
 as
               MDC's Acceptance Tests, unless required otherwise by the FAA or
               MDC.
     B.   Technical Acceptance
          1)   The Aircraft shall be tendered to MDC for Technical
               Acceptance ("Technical Acceptance") after all Services and all
               required tests have been completed in accordance with the
               Specifications and the Schedule.
          2)   For Aircraft upon which the Services has been performed, an
               acceptance procedure, including ground functional and flight
               test(s), shall be performed on each Aircraft by MDC and/or
 Federal
               Express and shall be conducted in accordance with MDC's standard
               PFPM and such other procedures as mutually agreed. Subcontractor
               shall not be required to provide special instrumentation for this
               Technical Acceptance procedure.  MDC and/or Federal Express shall
               have complete control of all test flights and shall bear all
 costs
               and expenses incident to Technical Acceptance of an Aircraft.

     3)   MDC agrees to complete all inspections and testing
          authorized or permitted under this Article during the Technical
          Acceptance Period.  MDC shall technically accept the Aircraft if
          it meets the requirements of the Specifications and this
          Agreement.  Notwithstanding the provisions of this Paragraph, if
          at the time an Aircraft is tendered by Subcontractor to MDC for
          Technical Acceptance such Aircraft does not fully comply with the
          Specifications or any other requirement of this Agreement, MDC
          may, at its option, (i) accept such Aircraft after receiving
          Subcontractor's written agreement (prior to acceptance of such
          Aircraft by MDC) as to the manner and time such Aircraft will be
          corrected by Subcontractor (or agreement on such other disposition
          of deficiencies as MDC and Subcontractor agree), or (ii) refuse to
          accept the Aircraft until such time as the Aircraft has been
          corrected by Subcontractor.  If MDC fails to conduct and to
          complete its Technical Acceptance within the Technical Acceptance
          Period which shall not exceed fifteen (15) days, the Aircraft
          shall be deemed to have been technically accepted by MDC on the
          scheduled Redelivery Date after tender as if MDC had expressly
          indicated its Technical Acceptance as noted above.  If during the
          Technical Acceptance Period MDC determines and notifies
          Subcontractor that there is a noncompliance with the
          Specifications or this Agreement, the Technical Acceptance Period
          shall be suspended until (i) Subcontractor corrects the
          noncompliance or (ii) the condition is resolved to the
          satisfaction of MDC and Subcontractor.  Unless otherwise agreed,
          within two Business Days after Technical Acceptance pursuant to
          Paragraph B.2. or B.3. above, MDC shall accept Redelivery of the
          Aircraft by endorsement of a Certificate of Technical Acceptance
          for such Aircraft.  MDC will designate, in writing, its
          representative for the purpose of executing the Certificate of
          Technical Acceptance.
C.   Subcontractor Correction of Discrepancies.
     1)   Upon completion of the Subcontractor Tests and the
          Acceptance Tests, Subcontractor shall, at no cost to MDC, promptly
          correct any defects or discrepancies in the Services or Additional
          Services performed by Subcontractor identified by Subcontractor or
          MDC during the Subcontractor Tests or Acceptance Tests.
          Additional Subcontractor Tests and Acceptance Tests shall be
          performed at Subcontractor's expense (except for the cost of MDC's
          flight crew) solely to inspect its correction of the defects or
          discrepancies related to such Services or Additional Services
          previously identified. In the event any additional defects or
          discrepancies in the Services or Additional Services performed by
          Subcontractor are noted during any required additional
          Subcontractor Tests or Acceptance Tests (or if the original
          defects or discrepancies are not satisfactorily corrected),
          Subcontractor shall correct such defects or discrepancies at its
          expense, and, as necessary, further Subcontractor Tests and
          Acceptance Tests shall be performed at the expense of
          Subcontractor until all defects or discrepancies related to such
          Services or Additional Services have been corrected to meet the
          requirements of this Agreement and the Specifications.
     2)   If other systems or components of the Aircraft are adversely
          affected by Subcontractor's performance of the Services or
          Additional Services and discrepancies pertaining to such systems
          or components are identified by the Acceptance Tests,
          Subcontractor shall restore such affected systems or components to
          a serviceable condition in accordance with the applicable
          Maintenance Manual.  For discrepancies discovered during
          Redelivery flight testing, MDC is responsible for providing
          replacement items or equipment on systems unchanged by the
          Services (e.g. items simply removed and reinstalled as part of the
          Services).  Subcontractor shall be responsible for the labor
               only to correct these discrepancies except that labor for
 engines
               shall be the responsibility of Federal Express unless the
 cause
               can be attributed to the Services performed by Subcontractor.
               Subcontractor shall be responsible for labor and material
               associated with the correction of all other discrepancies
               discovered at Redelivery flight testing.
21)  DEFAULT AND REMEDIES
     A.   Events of Default
          1)   The occurrence of one or more of the following events of
               default (the "Events of Default") shall entitle the
 nondefaulting
               party to exercise those rights and remedies described in this
               Article:
               a)   If either party shall be in default in a material respect in
                    the performance of any of its material obligations
 referred to in
                    this Agreement, (including, but not limited to any delay 
in the
                    Delivery or Redelivery of any Aircraft which is not due to
 an
                    Excusable Delay), which default shall continue uncured for a
                    period of thirty (30) days following written notice from 
the other
                    party, unless a default is not capable of being cured
 within such
                    thirty (30) day period, in which case such default shall not
                    constitute an Event of Default if the defaulting party
 provides to
                    the other adequate assurance of its ability to cure such
 default
                    and diligently undertakes its best efforts to cure such
 default
                    and actually cures such default within sixty (60) days
 following
                    the aforementioned initial written notice of default.
                    Notwithstanding the foregoing, Subcontractor agrees that
 with
                    respect to defaults not due to an Excusable Delay, the cure
                    periods with respect to any twelve-month period shall be
 thirty
                    (30) days for the first default, fifteen (15) days for
 the second
                    default, and zero (0) days for any subsequent defaults in
 such
                    twelve-month period.
               b)   If either party shall file a voluntary petition in
                    bankruptcy, or shall be adjudicated bankrupt or
 insolvent or shall
                    file any petition or answer seeking any reorganization,
                    composition, readjustment, liquidation or similar relief
 for
                    itself under any present or future statutes, law or
 regulation of
                    the United States, or  shall seek consent to or acquiesce
 in the
                    appointment of any trustee, or shall make any general
 assignment
                    for the benefit of creditors, or shall admit in writing its
                    inability to pay its debts generally as they become due;
or
c)   If a petition shall be filed against either party seeking
any reorganization, composition, readjustment, liquidation or
similar relief under any present or future statute, law or
regulation of the United States and shall remain undismissed or
unstayed for an aggregate of sixty (60) days (whether or not
consecutive), or if any trustee, receiver or liquidator of
either party is appointed, which appointment shall remain
unvacated or unstayed for an aggregate of sixty (60) days
(whether or not consecutive);
               d)   If either party fails to make payments in the amounts and
                    under the terms defined in this Agreement and such failure
 is not
                    cured within five (5) business days following written
 notice from
                    the other party; or
               e)   Subcontractor experiences a material change in management
                    adversely affecting its ability to perform.
          2)   Any notice of default shall specifically state that it is a
               notice of default and shall describe the default asserted and set
               forth the provision(s) of the Agreement asserted to be in
 default.
          3)   Notwithstanding the foregoing, no default shall be deemed to
               have occurred under Paragraph 1. above if the party from which
               payment or performance is required:  (a) reasonably disputes that
               a payment or performance is required or the amount of the payment
               required, (b) pays or performs that portion not in dispute, (c)
               within the cure period provided, responds to the other party in
               writing, detailing the reasons for its position, and (d)
               diligently pursues a resolution of the dispute thereafter.  This
               provision shall not be applicable to default in the Redelivery of
               Aircraft.
     B.   General Remedies
          1)   Upon the occurrence of an Event of Default by Subcontractor,
               MDC shall be entitled to:
               a)   terminate this Agreement in its entirety;
               b)   cancel all or a portion of its commitments for Services or
                    Additional Services;
               c)   reschedule Subcontractor's performance of any or all of the
                    Services;
               d)   recover all amounts required to have the Services completed
                    by another person (including MDC itself), less (1) the
 cost of all
                    materials purchased by Subcontractor hereunder and either
                    delivered to MDC or used in the performance of the
 Services by
                    such other person and (2) the labor costs of Subcontractor
                    incurred in connection with the performance of the
 Services prior
                    to the occurrence of the Event of Default but not
 previously paid
                    for by MDC and provided that MDC shall use commercially
 reasonable
                    efforts to mitigate the damages for which Subcontractor
 is liable
                    under this Paragraph 21.B.1)d); and/or
               e)   pursue all other remedies available at law or in equity in
                    addition to those set forth in this Agreement, all of which
                    remedies shall be cumulative and not exclusive.
          2)   In addition to the foregoing, and notwithstanding any other
               provision of this Agreement, in the event MDC or Federal Express
               terminates this Agreement for default, Subcontractor shall
               immediately make available to MDC any Aircraft or equipment of
 MDC
               in Subcontractor's possession so that MDC may take possession of
               such Aircraft, tooling, MDC/Federal Express owned parts and
               equipment.
          3)   Upon the occurrence of an Event of Default by MDC,
               Subcontractor shall be entitled to:
               a)   terminate this Agreement in its entirety;
               b)   cancel all or a portion of its commitments for Services or
                    Additional Services;
               c)   reschedule any or all of the Services or Additional
                    Services;
d)   retain any and all sums theretofore paid by MDC; and/or
               e)   pursue all other remedies available at law or in equity in
                    addition to those set forth in this Agreement, all of which
                    remedies shall be cumulative and not exclusive.
          4)   In the event MDC terminates this Agreement pursuant to
               Paragraph 21.B.1)a) above,  Subcontractor hereby agrees, in the
               alternative, and in lieu of any other remedies for Default
               provided for under this Agreement and at law or equity to:
               a)   sell to MDC any requested complete or incomplete Parts,
                    equipment and/or Kits required by MDC to have the Services
                    performed on the Incomplete Aircraft by an alternative
 vendor
                    (including MDC itself). The purchase price ("Purchase
 Price") for
                    any such Kits, complete Parts and/or equipment shall be
 the price
                    of such Kits, Parts and/or equipment to be charged to MDC
 under
                    this Agreement.  The purchase price for incomplete Parts
 shall be
                    Subcontractor's direct recurring production cost, excluding
                    profit, of such incomplete Parts.  In the event that MDC
 does so
                    elect to purchase any Kits as described in this Paragraph
                    21.B.4)a), then` Subcontractor agrees, upon the request of
 MDC, to
                    complete the production of any such Kits manufactured by
                    Subcontractor, and to deliver the completed Kits to MDC as
 soon as
                    commercially reasonably possible.  MDC shall have no
 obligation to
                    pay Subcontractor for any such Kits, Parts or equipment
 purchased,
                    until such time as Subcontractor has delivered the
 applicable
                    Kits, Parts or equipment to MDC.  In the event of the
 purchase of
                    Kits, Parts or equipment by MDC under this Paragraph
 21.B.4)a),
                    the Subcontractor warranties provided
                    in this Agreement  shall apply and be in effect. MDC
                    shall  notify Subcontractor  as  to  the exercise  of
                    its  option  provided  in  this Paragraph 21.B.4)a), by
                    no later than  thirty (30)   days   following   MDC's
                    notice   of termination to Subcontractor.
               b)   Subcontractor shall also provide, at no charge to MDC,
                    reasonable technical or other assistance required by MDC
 to have
                    the Services performed on the Incomplete Aircraft by an
                    alternative vendor (including MDC itself) and rent to MDC
 all
                    tooling required to have the Services performed on the
 Incomplete
                    Aircraft by an alternative vendor (including MDC itself)
 which
                    tooling shall be made available to MDC as soon as
 available after
                    the request of MDC, but in any event by no later than
 sixty (60)
                    days after such request.
                    
22)  PRODUCT SUPPORT
     Subcontractor agrees to maintain capability consistent  with
     or  better than the capability on the date of this
     Agreement to   respond  to  MDC's  technical  inquiries,
     to   conduct
     investigations  concerning repetitive  maintenance
     problems and  issue  findings and recommended action.
     This  service shall  be  provided for as long as five (5)
     of the  Aircraft remain   in   commercial   air
     transport   service.
     Any
     investigations which Subcontractor reasonably, normally
     and customarily  deems  to be extensive and  require  more
     than routine  effort by Subcontractor's personnel  shall
     be  the subject of separate contractual negotiations.
     
23)  OUTSIDE SERVICES
     A.   Use of Sub-Subcontractors
          Subcontractor   may  have  any  of  the   Services
          or Additional  Services  performed  by  Sub-
          Subcontractors subject                          to
          the  prior  written  approval   of              MDC.
          Additionally, Subcontractor's use of Sub-
          Subcontractors shall  be  subject in all respects to
          any required  FAA approval including, but not limited
          to, the approval of such  Sub-Subcontractor by the
          FAA principal  inspector assigned to MDC, if
          required.
     B.   Subcontractor Relationship
          Nothing in this Agreement or otherwise shall create
          any contractual  relationship  between  MDC  and  any
          SubSubcontractor and no subcontract entered into
          relating to  any  part of Subcontractor's obligations
          hereunder shall  relieve subcontractor of its
          obligations to  MDC hereunder, it being agreed that
          Subcontractor shall  be primarily  liable  to MDC for
          the  performance  of  its obligations    hereunder
          regardless    of
          whether
          Subcontractor  elects  to  have  any  portion  of
          such obligations performed by a Sub-Subcontractor.
     C.   Payment to Sub-Subcontractors
          Subcontractor's   obligation   to    pay    its
Sub-
          Subcontractors is an independent obligation from
          MDC's obligation to pay Subcontractor, and MDC shall
          have  no obligation  to  pay  or to see to the
          payment  of  any moneys   to  any  Sub-Subcontractor.
          Further,   MDC's withholding  of  payments  in
          accordance   with                               this
          Agreement  shall  not be grounds for  Subcontractor
          to withhold payments properly due its Sub-
          Subcontractors.
     D.   Sub-Subcontract Service Requirements
          It  is  a  condition of this Agreement  that  all
          SubSubcontract  Services shall be performed in
          compliance with   the   requirements  of   this
          Agreement,
          the
          Specifications, any applicable ASR Forms, FARs and
          the FAA  and  any  other regulatory agency or
          governmental
          body  having  jurisdiction  over  such  Sub-
          Subcontract Services.
          
24)  RECORDS
     A.   Previous Maintenance Records
          Prior to the Delivery of each of the Aircraft by MDC
          to Subcontractor, whether such Aircraft has been on a
          United Airlines, American Airlines or a Federal
          Express storage maintenance schedule, MDC shall
          ensure that the relevant and available maintenance
          records for such Aircraft are made available to
          Subcontractor.
     B.   Recordkeeping
          1)   Subcontractor shall maintain the following records on the
               Services and shall provide to MDC at the time of Redelivery of an
               Aircraft all original records or copies of records, as
               appropriate, on forms supplied by MDC acceptable to the FAA
 and in
               accordance with the GMM and FAR 43 and 145:
               a)   component teardown finding reports as required by the FAA;
               b)   serviceable tags for components;
c)   discrepancy reports;
               d)   documents describing tests and inspections, including test
                    result data, performed by Subcontractor, if any;
               e)   photographs of unusual conditions or catastrophic failures;
               f)   work task cards related to the performed aircraft
                    maintenance and/or modifications;
g)   reports such as aircraft weighing reports, engine trimming
and run up reports, ground and flight test reports and other
special reports;
               h)   Aircraft Delivery and Acceptance Receipts;
i)   summary list of alterations;
               j)   all engineering orders performed and all Engineering Order
                    Work Instruction Cards;
               k)   loose equipment inventory list;
l)   Special or non-routine document and Aircraft Maintenance Log
pages;
m)   FAA Form 337;
               n)   Engineering Authorizations and Fleet Campaign Directives
                 (FCDs) accomplished by Subcontractor; and
               o)   Complete Master Job Control sheets which account for all
                    routine and non-routine paperwork including Work Task Cards,
                    special or non-routine form document, special or non-routine
                    index form FEC-M-1810, Aircraft Maintenance Log pages and
                    components serviceable/repairable tags provided or generated
                    during each Aircraft visit.
          2)   Subcontractor shall assist MDC in maintaining all records
               required by the FAA and the GMM.
          3)   Subcontractor shall deliver the original or copy, as
               applicable, installation sign-offs  of all Services and all
               records which substantiate the Services to MDC not later than
               Redelivery of an Aircraft to MDC by Subcontractor. All other
               records shall be delivered to MDC within thirty (30) days
               following such Redelivery.
          4)   If requested in writing to Subcontractor all data including,
               but not limited to, Technical Data which is not otherwise
specified in this Agreement, and which is required by the FAA to transition
Aircraft into revenue service, will be provided by Subcontractor to MDC as soon
as practicable with a goal of five (5) days after receipt of the request.
     C.   Aircraft Modification Records
          MDC  and  Subcontractor shall use and comply  with  the
          Aircraft  modification documents  as  required  by
          the Specifications.    All   entries   in   the
          Aircraft modification  and  maintenance  records
          shall  be   in accordance with the GMM.
          
25)  ONSITE REPRESENTATION
     A.   On-Site Personnel
          1)   MDC and Federal Express shall have the right to place at the
               Conversion Facility up to sixty (60) representatives, or more
 than
               sixty (60), if mutually agreed by both parties (who may be
               employees or agents of MDC and Federal Express), for the purpose
               of monitoring the progress of the Services and Additional
 Services
               on the Aircraft ("On-Site Personnel"), including but not limited
               to representatives from the following areas in such numbers as
 are
               reasonably required by MDC and Federal Express:
                a)   Quality Control;
                b)   Engineering and Modification Planning;
c)   Material;
d)   Fleet Development.
          2)   In addition to the On-Site Personnel, MDC and Federal
               Express shall have the right to place at the Conversion Facility
               representatives of suppliers and vendors reasonably required by
               MDC or Federal Express and approved by Subcontractor.
     B.   Subcontractor's Accommodations
          1)   Subcontractor shall furnish, at no cost to MDC, Federal
               Express or their respective Personnel, standard office
accommodations at the Conversion Facility as required by MDC, and such
accommodations shall include:
               a)   suitable standard office space and furnishings, including at
                    least thirty (30) private air-conditioned offices or
 cubicles,
                    all in reasonable proximity to the Aircraft;
               b)   a minimum of sixty (60) telephones with outside line access;
                    computer and modem terminal connections in each office;
               c)   conveniently located copy and facsimile machines;
d)   secretarial support during normal business hours;
e)   file cabinets not to exceed [TBD] four drawer cabinets; and
               f)   other office accommodations mutually acceptable to MDC and
                    Subcontractor.
          2)   MDC shall bear the expense of all long distance telephone
               calls, under this Agreement, including telex and facsimile,
               placed by MDC's personnel, representatives or MDC's Customers.
          3)   Subcontractor shall have no responsibility to pay any
               salaries, lodging, travel or food expenses or any other personal
               or business expenses relating to such personnel except as
               expressly stated in this Article.
               
26)  CERTIFICATION
     The Services, and each Aircraft upon which the Services have
       been performed, shall at the time of Redelivery meet the FAA
     requirements  for  airworthiness  certification  and  be  so certified
     under  all  the  conditions  set  forth  in   the Specifications.
     
27)  TITLE
     A.   At all times during the accomplishment of the Services,
          title to each of the Aircraft, shall remain with its registered
          owner.
     B.   Federal Express or Federal Express' lessor shall at all
          times have full legal title and beneficial ownership in and to
          the Aircraft. Subcontractor shall have no independent possessory
          right in the Aircraft except as created hereby.  Subcontractor
          shall: (a) be responsible for any mechanic's or similar liens
          created pursuant to the Services or Additional Services being
          performed hereunder and any liens associated with the flights
          contemplated herein other than in respect of any such liens
arising from any act or failure to act by MDC; and (b) remove any liens
arising during and related to Subcontractor's possession of the Aircraft
pursuant to the terms of this Agreement. At all times while any Aircraft is
in the possession and control of Subcontractor under this Agreement,
Subcontractor shall use reasonable efforts to identify such Aircraft,
including but not limited to material components or parts that are not
attached to
          or installed on such Aircraft, as owned by Federal Express.  To
          the extent commercially reasonable, any material components or
          parts removed from an Aircraft will not be commingled with any
          components or parts not owned by Federal Express.
     C.   Subcontractor acknowledges and agrees that the Aircraft are
          owned by Federal Express Corporation.  In the event of any
          dispute between MDC and Subcontractor hereunder, Subcontractor
          agrees that the Aircraft will be released on schedule, without
          the assertion of any possessory rights by Subcontractor,
          regardless of such dispute.  Subcontractor agrees to waive and
          hereby waives, to the maximum extent permitted by law, any and
          all  liens,  charges and claims against  the  Aircraft.
          Subcontractor hereby grants to MDC an irrevocable power of
attorney for the purpose of releasing any such liens, charges and claims, which
power of attorney is coupled with an interest.

28)  QUALITY AND STANDARDS
     A.   Quality Assurance
          1)   Subcontractor shall assist MDC and shall follow MDC's
               instructions consistent with FAA repair station requirements in
               maintaining and executing quality assurance procedures to assure
               that Subcontractor's workmanship and materials are consistent and
               in accordance with standard aircraft manufacturing and repair
               practices as set forth in all applicable FARs and the GMM.
               Additionally, any Sub-Subcontractor of Subcontractor must be
               approved by MDC's Quality Audit Department prior to the
               commencement of Services and at all times during the period on
               which Services hereunder are being performed.
          2)   MDC shall have the right to inspect and audit any work
               performed for the purpose of monitoring compliance with FAA
               regulations and quality assurance standards deemed applicable by
               MDC.  Subcontractor shall in no way be relieved of its
               responsibilities for assisting MDC in ensuring aircraft
               airworthiness and compliance with appropriate quality assurance
               standards.
          3)   All inspections and audits by MDC's Representative shall be
               performed in such a manner as to not delay or hinder the
               performance by Subcontractor or its Sub-Subcontractors of its
               obligations under this Agreement.
               
29)  PUBLIC DISCLOSURE
     A.   Each party covenants and agrees that it shall not disclose
          the terms of this Agreement or any agreement amending this
          Agreement to third parties except as required by law or any third
          party in connection with any transaction for the financing of one
          or more of the Aircraft.  In the event such disclosure is required
          by law or required for any third party in connection with any
          transaction for the financing of one or more of the Aircraft, each
          party further agrees to attach to each page of this Agreement and
          supplemental agreements, if any, the following legend:
          "This  document contains trade secrets and commercial, financial
          and  proprietary  information  which   are privileged  and
          confidential and which  shall  not  be disclosed to any person,
          governmental agency, company, corporation  or other party except
          as such  disclosure
          is required by law."
     B.   Each party agrees to notify the other party in writing of
          any such disclosure they intend to make at least five (5) Business
          Days in advance of the date the notifying party is required to
          make the disclosure.  Further, both parties agree to follow any
          other or additional commercially reasonable procedure, if any,
          necessary to protect this Agreement or any agreement amending this
          Agreement from disclosure to third parties.
C.   Subcontractor and MDC shall in each instance obtain the
prior written approval of the other concerning the exact text
and
timing of any and all news releases, articles, brochures,
advertisements, prepared speeches and other informational
releases concerning this Agreement or the Services provided
hereunder, except to the extent required by law.
30)  MISCELLANEOUS
     A.   Independent Contractor
          Subcontractor   is   an  independent   contractor
          and personnel  used   or  supplied  by  Subcontractor
          in
          performance  of  this  Agreement shall  be  and
          remain employees  or  agents of Subcontractor,  and
          under  no circumstances  are  such  personnel  to  be
          considered employees  or agents of MDC. Subcontractor
          shall  have the sole responsibility for supervision
          and control  of its  personnel.  Each party assumes
          full responsibility for  any and all liability on
          account of bodily  injury to  or  death of any of its
          own employees occurring  in the  course  of  their
          employment.  Each  party,  with respect   to  its
          own  employees,  accepts  full   and exclusive
          liability  in  the  payment   of   Worker's
          Compensation or employer's liability insurance
          premiums and  for  the  payment of all taxes,
          contributions,  or other payments for unemployment
          compensation or old age benefits,            pensions
          or  annuities  imposed   by   any
           government or agency having jurisdiction.
     B.   Article Headings and Captions
          All   Article  headings  and  captions  used  in
          this Agreement  are for convenient reference and
          shall  not affect the interpretation of this
          Agreement.
     C.   Compliance with Laws
          Both  parties  agree  that in the performance  of
          this Agreement they   will  comply  with  all
          applicable
          statutes,  rules, regulations and orders of the
          United States, or of any state, other political
          subdivision or agency thereof, including, but not
          limited to, laws and regulations  pertaining to
          safety and other  conditions of employment.
     D.   Exhibits
          All  Exhibits  described  in this  Agreement  shall
          be deemed  to  be incorporated herein and made a
          part  of this   Agreement,   except  that  if   there
          is   any inconsistency between this Agreement and the
          provisions of  any Exhibit, the provisions of this
          Agreement shall control.
     E.   Entire Agreement
          This  Agreement  supersedes all  prior
          understandings, representations,   negotiations   and
          correspondence between   the  parties  and
          constitutes   the   entire agreement  between  the
          parties  with  respect  to  the transaction
          contemplated  herein   and,   except         as
          otherwise   provided,  shall  not  in  any  manner
be
          supplemented,  amended or modified  by  any  course
          of dealing, course of performance or usage of trade
          or  by any other means except by a written instrument
          executed on  behalf  of  the  parties by their  duly
          authorized officers or officials, as applicable.
     F.   Legality of Provisions
          If  any provision of this Agreement shall be held to
          be invalid,   illegal  or  unenforceable,  the
          validity, legality and enforceability of the
          remaining provisions shall not in any way be affected
          or impaired thereby.
     G.   No Waiver
          The  failure of either Party to enforce at any time
          any of the provisions of this Agreement, or to
          exercise any option  herein  provided, or to  require
          at  any  time performance by the other Party of any
          of the provisions
          hereof, shall in no way be construed to be a present
          or future  waiver of such provision, nor in any way
          affect the  validity of this Agreement or any part
          hereof,  or the  right  of the other Party at any
          time  to  enforce each and every provision hereof.
          Without limiting  any of  the  foregoing,  the waiver
          (whether  one  or  more times)  by either Party of
          any provision, condition  or requirement  of this
          Agreement shall not  constitute  a waiver  of  any
          future obligation to comply  with  such provision,
          condition or requirement.
     H.   Further Assurances
          Each  party  agrees  that it will  take  such
          actions, provide such documents, do such things and
          provide such further  assurances as may reasonably be
          requested  by the  other  party  during the term of
          this  Agreement. Each party agrees to provide to the
          other, from time to time, such generally available
          financial information as the  other  party may
          reasonably request  to  determine their  respective
          ability to perform obligations  under this Agreement
          including, but not limited to, an annual financial
          statement during each year of the term.
     I.   Survival
          In  addition to any other provisions in this
          Agreement which by their terms shall survive this
          Agreement,  the obligations and duties set forth in
          Articles 4,  6,  8, 9,  10,  14, 19, 27 and 30 shall
          survive the expiration or earlier termination of this
          Agreement.
     J.   Amendment
          Except as otherwise provided, this Agreement shall
          not be  amended  or  modified except by  written
          agreement signed   on   behalf   of  MDC's  and
          Subcontractor's respective authorized officers.
     K.   Conflict
          In  the  event of any conflict or inconsistency
          between any  provisions of Articles 1-33 of this
          Agreement  and the  Specification  or any other
          Exhibit  or  document attached  hereto or
          incorporated herein, the provisions of this Agreement
          shall control.
          
31)  AFFIRMATIVE ACTION
     A.   Subcontractor's Responsibilities
          1)   To the extent applicable, Subcontractor agrees to comply
               with the affirmative action requirements applicable to contracts
               with U.S. government contractors as set forth in Title 41 of the
               Code of Federal Regulations.  The provisions of said regulations
               are incorporated by reference into this Agreement.
          2)   Prior to performance of the Services, Subcontractor shall
               provide evidence satisfactory to MDC that Subcontractor has in
               place an Anti-Drug and Alcohol Program for its employees and the
               employees of subcontractors who perform safety-sensitive or
               security related services in compliance with 14 C.F. R. 121.429,
               121.455, 121.457, 121.458, 121.459 and Appendix I and Appendix J
               to 14 C.F.R. Part 121 If at any time during the term of this
               Agreement MDC or the FAA discovers, and the FAA determines that
               Subcontractor, its employees or Sub-Subcontractors are not in
 full
               compliance with 14 C.F.R. 121.429, 121.455, 121.457, 121.458,
               121.459 and Appendix I and Appendix J to 14 C.F.R. Part 121, and
               as a result of such determination the FAA Administrator issues an
               order suspending or revoking MDC's or Subcontractor's or its Sub-
               Subcontractor's repair station certificate, then MDC shall have
               the right, in addition to any and all other remedies at law or in
               equity, to immediately terminate the Agreement for default
               (without regard to any cure periods set forth with regard to
               default in this Agreement) and secure a replacement contractor.
               Subcontractor acknowledges that MDC has entered into this
               Agreement in reliance on Subcontractor's representation that
               it is in compliance with the requirements of the Federal Aviation
               Administration's drug and alcohol testing requirements for the
               aviation industry.
          3)   Subject to the provisions of Article 9 of this Agreement,
               Subcontractor agrees to indemnify, and defend and hold harmless
               MDC, its officers, directors and employees from and against any
               and all claims, liabilities, losses and expenses (including
               reasonable attorneys' fees) arising in connection with
               Subcontractor's failure to comply with the provisions of this
               Article.
               
32.  TERMINATION FOR CONVENIENCE
          A.    MDC may terminate in whole or in part performance
          of work on any of the firm Aircraft or any Aircraft
          for which an option has been exercised under this
          Agreement if         MDC  determines  that  a
          termination  is  in  its
          interest.    MDC  shall  terminate  by  delivering
to
          Subcontractor a "Notice of Termination", specifying
          the extent of termination and the effective date.
          B.    Upon  receipt  of  the Notice,  Subcontractor
is
          obligated to perform the following actions:
                    1)   Stop Work as specified in the Notice.
                     2)    Place  no further Sub-Subcontracts
               or orders  except  as  provided  in  the  Notice
               of
             Termination and as authorized by MDC.
                     3)   Terminate all existing Sub-
               Subcontracts to the extent they relate to the
               work terminated.
                     4)    As directed by MDC, transfer title
                     and
               deliver  to  MDC the fabricated or not
               fabricated parts,  work in process, completed
               work,  supplies or  other  material produced or
               acquired  for  the work terminated.
                     5)    Return,  as  soon as practicable,
               the tools,  equipment,  MDC/Federal Express
               furnished material   and   all  other  property
               owned  by
               MDC/Federal Express used by Subcontractor  in
               the performance of the contract.
          C.    Upon issuing a Notice of Termination, MDC will
be
          obligated to reimburse Subcontractor as follows:
                    1)   Time and material repayment for all
work
               performed  as  authorized  by  MDC  but  not
yet
               invoiced  to MDC, at an agreed-to rate  of
               $41.00 per hour including any other work
               authorized under ASRs, plus
                    2)    If the Notice of Termination was
issued
              with  respect  to  any of the initial  twelve
              (12) firm  Aircraft,  the lesser of  $3,200,000
              or  the actual
              costs  of  plant shutdown and  reactivation
              over  the  following  six (6) months,  to
              include: employee  severance  and related  fringe
              benefits; plant maintenance and utilities;
              facility rent  and depreciation
              of     leasehold     improvements;
              replacement  employee acquisition  and
              relocation; and  other   non-recurring  plant
              shutdown   and
              reactivation  costs.   No  payment  shall  be
              made pursuant    to   this  subparagraph  (C)
              (2)   for
              terminations of related to exercised options.
              D.    Payment  of  termination settlements  are
as
              follows:
                    1)   Time and material reimbursement for
work
              performed  and  authorized  by  MDC,  but  not
              yet invoiced  is  payable to Subcontractor thirty
              (30) days after receipt of an approved invoice by
              MDC.
                      2)      The   remaining   Termination
                      for
              Convenience costs are reimbursed as follows:
                               a.    An  initial  installment
of
                    $1,000,000 is to be paid ten (10) days
                    after the receipt of Notice of Termination.
                               b.    The  second  installment
of
                    $1,000,000  is  to be paid thirty  (30)
                    days after  MDC's  receipt of MDC/Federal
                    Express furnished  tools and materials  not
                    required for work in process.
                              c.   The final payment
                    representing remainder  of  the value
                    defined  in  32.C(2) above,  shall be paid
                    within 240 days of  the receipt    of   the
                    Notice  of   Termination,
                    provided   that   all   MDC/Federal
Express
                    furnished  material,  tooling,  and
                    aircraft with work in process are returned
                    within  180 days   from   the  date  of
                    the  Notice   of Termination or per MDC's
                    direction, whichever is sooner.
                               d.    In the event that the
actual
                    costs  of  plant  shutdown  and
                    reactivation described in Paragraph 32.C.2
                    above are  less than   $3,200,000,   the
                    amount   of    any overpayment    shall
                    be    refunded     by Subcontractor to MDC
                    within five (5) Business Days,  with
                    interest from the date  of  such
                    overpayment.
                    
33.  PARENT COMPANY GUARANTEE
     Subcontractor  agrees  to deliver to  MDC  within  ten
     (10) business  days  following execution of  this
     Agreement  the Parent  Company  guarantee in the form
     attached  hereto  as Exhibit  Y, executed by a duly
     authorized representative  of its parent company,
     Sabreliner Corporation.
     
34.  DOCUMENTS INCORPORATED INTO MODIFICATION SERVICES
     AGREEMENT The  following  documents are hereby
     incorporated  into  and made  a  part of this Agreement.
     Copies of actual documents are enclosed with this
     Agreement.
     A.    Quality Assurance, MD-10 Program, Statement  of
Work,
     October 10, 1996
     B.   Seller DATA Requirements List (SDRL)
          Administrative & General Provisions
             DATA ITEM NO.                      TITLE
                 P-313              SUPPLIER MASTER SCHEDULE and
                                    MONTHLY STATUS REPORT P-313A
                PROBLEM REPORTS
                 P-336              KEY PERSONNEL
             DATA ITEM NO.                      TITLE
                 Q-327              QUALITY ASSURANCE PLAN -
                                    HARDWARE
                 Q-328              LOWER-TIER SUPPLIER DATA
                                    REQUIREMENTS
                M-306A              PRODUCTION/MANUFACTURING/
                                    ASSEMBLY MANAGEMENT PLAN M-
                 311                PACKING DATA
     C.   Section 1.8, Manufacturing Requirements
     D.   Section 1.9, DAC Document C652-74916-TDSI

35.  EXHIBITS
     The following Exhibits are hereby incorporated into and made
     a part of this Agreement.
       NO.      EXHIBIT                   TITLE
        --         A     RECONFIGURE FOR DELIVERY COMMERCIAL AIRCRAFT
                         STATEMENT OF WORK
       (95-        B     PASSENGER TO FREIGHTER (P-F) CONVERSION
       051)
       (95-        C     STANDARDIZATION
       053)
        --         D     RESERVED
        --         E     RESERVED
       (95-        F     REFURBISH & RESTORATION (SUPERMOD) PKG
       056)
       (96-        G     MAIN DECK CARGO LOADING SYSTEM
       024)
       NO.      EXHIBIT                   TITLE
       (96-        H     INITIAL HEAVY MAINTENANCE CHECK
       044)
       (96-        I     RIGID CARGO BARRIER AND FORWARD COURIER AREA
       051)
       (96-        J     LOWER DECK CARGO LOADING SYSTEM
       052)
        --         K     ATTACHMENT B-1 THRU B-5
        --         L     RESERVED
        --         M     RESERVED
        --         N     RESERVED
        --         O     RESERVED
        --         P     MDC (FEDERAL EXPRESS) SUPPLIED PARTS LISTING
        --         Q     AIRCRAFT DELIVERY RECEIPT
        --         R     CERTIFICATE OF ACCEPTANCE AND REDELIVERY
        --         S     ADDITIONAL SERVICES REQUEST -- AUTHORIZATION
                         FORM
        --         T     SUPPLIER CHANGE PROPOSAL (SCP), DAC 26-710
                         (REV. 7-88)
        --         U     SUPPLIER REQUIREMENTS SCHEDULE
        --         V     PRICE ADJUSTMENTS FOR FLUCTUATIONS IN THE
                         ECONOMY
        --         W     PRICING
        --         X     MDC FURNISHED TOOLING
        --         Y     PARENT COMPANY GUARANTEE
        --         Z     LETTER OF CREDIT

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed, as of the date first above, by their officers or agents
there unto duly authorized.


                                DIMENSION AVIATION, INC.

                               BY:  /S/ THOMAS F. DERIEG
                                2/14/97
                  
                                ITS:  THOMAS F. DERIEG



                                TITLE: V.P. AND GENERAL
                                MANAGER

                                   

                                MCDONNELL DOUGLAS CORPORATION

                                BY: /S/ TIMOTHY T. KUBOSHIGE 2/14/9         
                           
                                ITS:  TIMOTHY T. KUBOSHIGE


TITLE:  DIRECTOR, SUPPLIER
MANAGEMENT - PRODUCT SUPPORT