<PAGE>
                                                                    EXHIBIT 10.4




                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-GOT

                                     BETWEEN

                               THE BOEING COMPANY

                                       AND

                            GOL TRANSPORTES AEREOS SA
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
 ARTICLES                                                                 NUMBER
 --------                                                                 ------
<S>                                                                       <C>
    1.        Subject Matter of Sale                                         1

    2.        Price, Taxes and Payment                                       1

    3.        Regulatory Requirements and Certificates                       3

    4.        Detail Specification; Changes                                  4

    5.        Representatives, Inspection, Demonstration Flights,
              Test Data and Performance Guarantee Compliance                 4

    6.        Delivery                                                       5

    7.        Excusable Delay                                                5

    8.        Risk Allocation/Insurance                                      7

    9.        Assignment, Resale or Lease                                    8

    10.       Termination for Certain Events                                 9

    11.       Notices                                                       10

    12.       Miscellaneous                                                 10

 EXHIBITS

     A        Buyer Furnished Equipment Provisions Document

     B        Customer Support Document

     C        Product Assurance Document

APPENDICES

     I        Insurance Certificate

    II        Purchase Agreement Assignment

    III       Post-Delivery Sale Notice

    IV        Post-Delivery Lease Notice

     V        Purchaser's/Lessee's Agreement

    VI        Owner Appointment of Agent - Warranties

    VII       Contractor Confidentiality Agreement
</TABLE>




                                       i
<PAGE>
                AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-GOT

                                     between

                               The Boeing Company

                                       and

                            GOL Transportes Aereos SA

                                   Relating to

                                 BOEING AIRCRAFT


            This Aircraft General Terms Agreement Number AGTA-GOT (AGTA) between
The Boeing Company, including its wholly-owned subsidiary McDonnell Douglas
Corporation, (BOEING) and GOL Transportes Aereos SA (CUSTOMER) will apply to all
Boeing aircraft contracted for purchase from Boeing by Customer after the
effective date of this AGTA.

Article 1.  Subject Matter of Sale.

            1.1 Aircraft. Boeing will manufacture and sell to Customer and
Customer will purchase from Boeing aircraft under purchase agreements that
incorporate the terms and conditions of this AGTA.

            1.2 Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment
Provisions Document to the AGTA, contains the obligations of Customer and Boeing
with respect to equipment purchased and provided by Customer, which Boeing will
receive, inspect, store, and install in an aircraft before delivery to Customer.
This equipment is defined as BUYER FURNISHED EQUIPMENT (BFE).

            1.3 Customer Support. Exhibit B, Customer Support Document to the
AGTA, contains the obligations of Boeing relating to Materials (as defined in
Part 3 thereof), training, services, and other things in support of aircraft.

            1.4 Product Assurance. Exhibit C, Product Assurance Document to the
AGTA, contains the obligations of Boeing and the suppliers of equipment
installed in each aircraft at delivery relating to warranties, patent
indemnities, software copyright indemnities, and service life policies.

Article 2.  Price, Taxes, and Payment.

            2.1   Price.

                  2.1.1 AIRFRAME PRICE is defined as the price of the airframe
for a specific model of aircraft described in a purchase agreement. (For Models
717-200, 737-600, 737-700, 737-800, 737-900, 777-200LR and 777-300ER the
Airframe Price includes the engine price at its basic thrust level.)


                                     - 1 -
<PAGE>
                  2.1.2 OPTIONAL FEATURES PRICES are defined as the prices for
optional features selected by Customer for a specific model of aircraft
described in a purchase agreement.

                  2.1.3 ENGINE PRICE is defined as the price set by the engine
manufacturer for a specific engine to be installed on the model of aircraft
described in a purchase agreement (not applicable to Models 717-200, 737-600,
737-700, 737-800, 737-900, 777-200LR and 777-300ER).

                  2.1.4 AIRCRAFT BASIC PRICE is defined as the sum of the
Airframe Price, Optional Features Prices, and the Engine Price, if applicable.

                  2.1.5 ESCALATION ADJUSTMENT is defined as the price adjustment
to the Airframe Price (which includes the basic engine price for Models 717-200,
737-600, 737-700 737-800, 737-900, 777-200LR and 777-300ER) and the Optional
Features Prices resulting from the calculation using the economic price formula
contained in the Airframe and Optional Features Escalation Adjustment
supplemental exhibit to the applicable purchase agreement. The price adjustment
to the Engine Price for all other models of aircraft will be calculated using
the economic price formula in the Engine Escalation Adjustment supplemental
exhibit to the applicable purchase agreement.

                  2.1.6 ADVANCE PAYMENT BASE PRICE is defined as the estimated
price of an aircraft rounded to the nearest thousand U. S. dollars, as of the
date of signing a purchase agreement, for the scheduled month of delivery of
such aircraft using commercial forecasts of the Escalation Adjustment.

                  2.1.7 AIRCRAFT PRICE is defined as the total amount Customer
is to pay for an aircraft at the time of delivery, which is the sum of the
Aircraft Basic Price, the Escalation Adjustment, and other price adjustments
made pursuant to the purchase agreement.

            2.2   Taxes.

                  2.2.1 Taxes. TAXES are defined as all taxes, fees, charges, or
duties and any interest, penalties, fines, or other additions to tax, including,
but not limited to sales, use, value added, gross receipts, stamp, excise,
transfer, and similar taxes imposed by any domestic or foreign taxing authority,
arising out of or in connection with the performance of the applicable purchase
agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or
other things furnished under the applicable purchase agreement. Except for
UNITED STATES income taxes and WASHINGTON STATE business and occupation taxes
imposed on Boeing or Boeing's assignee, Customer will be responsible for and pay
all Taxes. Customer is responsible for filing all tax returns, reports,
declarations and payment of any Taxes related to or imposed on BFE.

                  2.2.2 Reimbursement of Boeing. Customer will promptly
reimburse Boeing on demand, net of additional taxes thereon, for any Taxes that
are imposed on and paid by Boeing or that Boeing is responsible for collecting.
If Customer disputes the payment of any



                                     - 2 -
<PAGE>
taxes payable by Boeing for which Customer is responsible under this Agreement,
Boeing will consider with Customer the taking of such action as Customer may
reasonably request.

            2.3   Payment.

                  2.3.1 Advance Payment Schedule. Customer will make advance
payments to Boeing for each aircraft in the amounts and on the dates indicated
in the schedule set forth in the applicable purchase agreement.

                  2.3.2 Payment at Delivery. Customer will pay any unpaid
balance of the Aircraft Price at the time of delivery of each aircraft.

                  2.3.3 Form of Payment. Customer will make all payments to
Boeing by unconditional wire transfer of immediately available funds in United
States Dollars in a bank account in the United States designated by Boeing.

                  2.3.4 Monetary and Government Regulations. Customer is
responsible for complying with all monetary control regulations and for
obtaining necessary governmental authorizations related to payments.

Article 3.  Regulatory Requirements and Certificates.

            3.1   Certificates. Boeing will manufacture each aircraft to conform
to the appropriate Type Certificate issued by the United States Federal Aviation
Administration (FAA) for the specific model of aircraft and will obtain from the
FAA and furnish to Customer at delivery of each aircraft either a Standard
Airworthiness Certificate or an Export Certificate of Airworthiness issued
pursuant to Part 21 of the Federal Aviation Regulations.

            3.2   FAA or Applicable Regulatory Authority Manufacturer Changes.

                  3.2.1 A MANUFACTURER CHANGE is defined as any change to an
aircraft, data relating to an aircraft, or testing of an aircraft required by
the FAA to obtain a Standard Airworthiness Certificate, or by the country of
import and/or registration to obtain an Export Certificate of Airworthiness. A
Manufacturer's Change does not include a Boeing failure to incorporate changes
required under FAA regulations. Any issue regarding a defect in design,
materials, or workmanship, are the subject of the Boeing Product Assurance
Exhibit C to this AGTA.

                  3.2.2 Boeing will bear the cost of incorporating all
Manufacturer Changes into the aircraft:

                        (i) resulting from requirements issued by the FAA prior
to the date of the Type Certificate for the applicable aircraft;

                        (ii) resulting from requirements issued by the FAA prior
to the date of the applicable purchase agreement; and


                                     - 3 -
<PAGE>
                        (iii) for any aircraft delivered during the 24 month
period immediately following the date of the applicable purchase agreement
(regardless of when the requirement for such change was issued by the FAA).

                  3.2.3 Customer will pay Boeing's charge for incorporating all
other Manufacturer Changes into the aircraft resulting from an FAA regulation
change, including all changes for validation of an aircraft required by any
governmental agency of the country of import and/or registration.

            3.3   FAA Operator Changes.

                  3.3.1 An OPERATOR CHANGE is defined as a change in equipment
that is required by Federal Aviation Regulations which (i) is generally
applicable to transport category aircraft to be used in United States certified
air carriage and (ii) the required compliance date is on or before the scheduled
delivery month of the aircraft.

                  3.3.2 Boeing will deliver each aircraft with Operator Changes
incorporated or, at Boeing's option, with suitable provisions for the
incorporation of such Operator Changes, and Customer will pay Boeing's
applicable charges.

            3.4   Export License. If an export license is required by United
States law or regulation for any aircraft or any other things delivered under
the purchase agreement, it is Customer's obligation to obtain such license. As
requested, and at Boeing's expense, Boeing will assist Customer in applying for
and obtaining any such export license. Customer will furnish any required
supporting documents.

Article 4.  Detail Specification; Changes.

            4.1   Configuration Changes. The DETAIL SPECIFICATION is defined as
the Boeing document that describes the configuration of each aircraft purchased
by Customer. The Detail Specification for each aircraft may be amended (i) by
Boeing to reflect the incorporation of Manufacturer Changes and Operator Changes
or (ii) by the agreement of the parties. In either case the amendment will
describe the particular changes to be made and any effect on design,
performance, weight, balance, scheduled delivery month, Aircraft Basic Price,
Aircraft Price, and/or Advance Payment Base Price.

            4.2   Development Changes. DEVELOPMENT CHANGES are defined as
changes to aircraft that do not affect the Aircraft Price or scheduled delivery
month, and do not adversely affect guaranteed weight, guaranteed performance, or
compliance with the interchangeability or replaceability requirements set forth
in the applicable Detail Specification. Boeing may, at its option, incorporate
Development Changes into the Detail Specification and into an aircraft prior to
delivery to Customer.

            4.3   Notices. Boeing will promptly notify Customer of any
amendments to a Detail Specification.


                                     - 4 -
<PAGE>
Article 5.  Representatives, Inspection, Demonstration Flights, Test Data and
            Performance Guarantee Compliance.

            5.1   Office Space. Twelve months before delivery of the first
aircraft purchased, and continuing until the delivery of the last aircraft on
firm order of each purchase agreement, Boeing will furnish, free of charge,
suitable office space and equipment for the accommodation of up to three
representatives of Customer in or conveniently located near the assembly plant.

            5.2   Inspection. Customer's representatives may inspect each
aircraft at any reasonable time, provided such inspection does not interfere
with Boeing's performance.

            5.3   Demonstration Flights. Prior to delivery, Boeing will fly each
aircraft up to 4 hours to demonstrate to Customer the function of the aircraft
and its equipment using Boeing's production flight test procedures. Customer may
designate up to five representatives to participate as observers.

            5.4   Test Data; Performance Guarantee Compliance. PERFORMANCE
GUARANTEES are defined as the written guarantees in a purchase agreement
regarding the operational performance of an aircraft. Boeing will furnish to
Customer flight test data obtained on an aircraft of the same model to evidence
compliance with the Performance Guarantees. Performance Guarantees will be met
if reasonable engineering interpretations and calculations based on the flight
test data establish that the particular aircraft being delivered under the
applicable purchase agreement would, if actually flown, comply with the
guarantees.

            5.5   Special Aircraft Test Requirements. Boeing may use an aircraft
for flight and ground tests prior to delivery, without reduction in the Aircraft
Price, if the tests are considered necessary by Boeing (i) to obtain or maintain
the Type Certificate or Certificate of Airworthiness for the aircraft or (ii) to
evaluate potential improvements that may be offered for production or retrofit
incorporation, and (iii) do not, without Customer approval, exceed four (4)
flight test hours or six (6) ground test hours.

Article 6.  Delivery.

            6.1   Notices of Delivery Dates. Boeing will notify Customer of the
approximate delivery date of each aircraft at least 30 days before the scheduled
month of delivery and again at least 14 days before the scheduled delivery date.

            6.2   Place of Delivery. Each aircraft will be delivered at a
facility selected by Boeing in the same state as the primary assembly plant for
the aircraft.

            6.3   Bill of Sale. At delivery of an aircraft, Boeing will provide
Customer a bill of sale conveying good title, free of encumbrances.

            6.4   Delay. Customer may, with not less than 14 days notice, delay
delivery of an aircraft by not more than 5 calendar days beyond Boeing's
scheduled delivery date as long as any such delay will not, in any event, cause
the delivery of such aircraft to then occur in a month

                                     - 5 -
<PAGE>
later than that previously scheduled and agreed upon. If Customer delays
acceptance of an aircraft beyond the scheduled delivery date, or such Customer
delay, Customer will reimburse Boeing for all costs incurred by Boeing as a
result of the delay.




                                     - 6 -
<PAGE>
Article 7.  Excusable Delay.

            7.1   General. Boeing will not be liable for any delay in the
scheduled delivery month of an aircraft or other performance under a purchase
agreement caused by (i) acts of God; (ii) war or armed hostilities; (iii)
government acts or priorities; (iv) fires, floods, or earthquakes; (v) strikes
or labor troubles causing cessation, slowdown, or interruption of work; (vi)
inability, after due and timely diligence, to procure materials, systems,
accessories, equipment or parts; or (vii) any other cause to the extent such
cause is beyond Boeing's control and not occasioned by Boeing's fault or
negligence. A delay resulting from any such cause is defined as an EXCUSABLE
DELAY.

            7.2   Notice. Boeing will give written notice to Customer (i) of a
delay as soon as Boeing concludes that an aircraft will be delayed beyond the
scheduled delivery month due to an Excusable Delay and, when known, (ii) of a
revised delivery month based on Boeing's appraisal of the facts.

            7.3   Delay in Delivery of Twelve Months or Less. If the revised
delivery month is 12 months or less after the scheduled delivery month, Customer
will accept such aircraft when tendered for delivery, subject to the following:

                  7.3.1 The calculation of the Escalation Adjustment will be
based on the previously scheduled delivery month.

                  7.3.2 The advance payment schedule will be adjusted to reflect
the revised delivery month.

                  7.3.3 All other provisions of the applicable purchase
agreement, including the BFE on-dock dates for the delayed aircraft, are
unaffected by an Excusable Delay.

            7.4   Delay in Delivery of More Than Twelve Months. If the revised
delivery month is more than 12 months after the scheduled delivery month, either
party may terminate the applicable purchase agreement with respect to such
aircraft within 30 days of the notice. If either party does not terminate the
applicable purchase agreement with respect to such aircraft, all terms and
conditions of the applicable purchase agreement will remain in effect.

            7.5   Aircraft Damaged Beyond Repair. If an aircraft is destroyed or
damaged beyond repair for any reason before delivery, Boeing will give written
notice to Customer specifying the earliest month possible, consistent with
Boeing's other contractual commitments and production capabilities, in which
Boeing can deliver a replacement. Customer will have 30 days from receipt of
such notice to elect to have Boeing manufacture a replacement aircraft under the
same terms and conditions of purchase, except that the calculation of the
Escalation Adjustment will be based upon the scheduled delivery month in effect
immediately prior to the date of such notice, or, failing such election, the
applicable purchase agreement will terminate with respect to such aircraft.
Boeing will not be obligated to manufacture a replacement aircraft if
reactivation of the production line for the specific model of aircraft would be
required.


                                     - 7 -
<PAGE>
            7.6   Termination. Termination under this Article will discharge all
obligations and liabilities of Boeing and Customer with respect to any aircraft
and all related undelivered Materials (as defined in Exhibit B, Customer Support
Document), training, services, and other things terminated under the applicable
purchase agreement, except that Boeing will return to Customer, without
interest, an amount equal to all advance payments paid by Customer for the
aircraft. If Customer terminates the applicable purchase agreement as to any
aircraft, Boeing may elect, by written notice to Customer within 30 days, to
purchase from Customer any BFE related to the aircraft at the invoice prices
paid, or contracted to be paid, by Customer.

            7.7   Exclusive Rights. The termination rights in this Article are
in substitution for all other rights of termination or any claim arising by
operation of law due to delays in performance covered by this Article.

Article 8.  Risk Allocation/Insurance.

            8.1   Title and Risk with Boeing.

                  8.1.1 Boeing's Indemnification of Customer. Until transfer of
title to an aircraft to Customer, Boeing will indemnify and hold harmless
Customer and Customer's observers from and against all claims and liabilities,
including all expenses and attorneys' fees incident thereto or incident to
establishing the right to indemnification, for injury to or death of any
person(s), including employees of Boeing but not employees of Customer, or for
loss of or damage to any property, including an aircraft, arising out of or in
any way related to the operation of an aircraft during all demonstration and
test flights conducted under the provisions of the applicable purchase
agreement, whether or not arising in tort or occasioned by the negligence of
Customer or any of Customer's observers.

                  8.1.2 Definition of Customer. For the purposes of this
Article, "Customer" is defined as GOL Transportes Aereos SA, its divisions,
subsidiaries, affiliates, the assignees of each, and their respective directors,
officers, employees, and agents.

            8.2   Insurance.

                  8.2.1 Insurance Requirements. Customer will purchase and
maintain insurance acceptable to Boeing and will provide a certificate of such
insurance that names Boeing as an additional insured for any and all claims and
liabilities for injury to or death of any person or persons, including employees
of Customer but not employees of Boeing, or for loss of or damage to any
property, including any aircraft, arising out of or in any way relating to
Materials, training, services, or other things provided under Exhibit B of the
AGTA, which will be incorporated by reference into the applicable purchase
agreement, whether or not arising in tort or occasioned by the negligence of
Boeing, except with respect to legal liability to persons or parties other than
Customer or Customer's assignees arising out of an accident caused solely by a
product defect in an aircraft. Customer will provide such certificate of
insurance at least thirty (30) days prior to the scheduled delivery of the first
aircraft under a purchase agreement. The insurance certificate will reference
each aircraft delivered to Customer pursuant to each applicable purchase
agreement. Annual renewal certificates will be submitted to Boeing before the
expiration of the policy periods. The form of the insurance certificate,
attached as Appendix

                                     - 8 -
<PAGE>
I, states the terms, limits, provisions, and coverages required by this Article
8.2.1. The failure of Boeing to demand compliance with this 8.2.1 in any year
will not in any way relieve Customer of its obligations hereunder nor constitute
a waiver by Boeing of these obligations.

                  8.2.2 Noncompliance with Insurance Requirements. If Customer
fails to comply with any of the insurance requirements of Article 8.2.1 or if
any of the insurers fails to pay a claim covered by the insurance or otherwise
fails to meet any of insurer's obligations required by Appendix I, Customer will
provide the same protection to Boeing as that required by Article 8.2.1 above.

                  8.2.3 Definition of Boeing. For purposes of this article,
"Boeing" is defined as The Boeing Company, its divisions, subsidiaries,
affiliates, assignees of each, and their respective directors, officers,
employees, and agents.

Article 9.  Assignment, Resale, or Lease.

            9.1   Assignment. This AGTA and each applicable purchase agreement
are for the benefit of the parties and their respective successors and assigns.
No rights or duties of either party may be assigned or delegated, or contracted
to be assigned or delegated, without the prior written consent of the other
party, except:

                  9.1.1 Either party may assign its interest to a corporation
that (i) results from any merger, reorganization, or acquisition of such party,
(ii) acquires substantially all the assets of such party, and (iii) is
considered its subsidiary, its controlling company or is controlled by such
party;

                  9.1.2 Boeing may assign its rights to receive money; and

                  9.1.3 Boeing may assign any of its rights and duties to any
wholly-owned subsidiary of Boeing.

                  9.1.4 Boeing may assign any of its rights and duties with
respect to Part 1, Articles 1, 2, 4 and 5 of Exhibit B, Customer Support
Document to the AGTA, to Alteon Training L.L.C.

            9.2   Transfer by Customer at Delivery. Boeing will take any
requested action reasonably required for the purpose of causing an aircraft, at
time of delivery, to be subject to an equipment trust, conditional sale, lien,
or other arrangement for Customer to finance the aircraft. However, no such
action will require Boeing to divest itself of title to or possession of the
aircraft until delivery of and payment for the aircraft. A sample form of
assignment acceptable to Boeing is attached as Appendix II.

            9.3   Sale or Lease by Customer After Delivery. If, following
delivery of an aircraft, Customer sells or leases the aircraft (including any
sale and lease-back for financing purposes), all of Customer's rights with
respect to the aircraft under the applicable purchase agreement will inure to
the benefit of the purchaser or lessee of such aircraft, effective upon Boeing's
receipt of the written agreement of the purchaser or lessee, in a form
satisfactory to

                                     - 9 -
<PAGE>
Boeing, to comply with all applicable terms and conditions of the applicable
purchase agreement. Sample forms of agreement acceptable to Boeing are attached
as Appendices III and IV.

            9.4   Notice of Sale or Lease After Delivery. Customer will give
notice to Boeing as soon as practicable of the sale or lease of an aircraft,
including in the notice the name of the entity or entities with title and/or
possession of such aircraft.

            9.5   Exculpatory Clause in Post-Delivery Sale or Lease. If,
following the delivery of an aircraft, Customer sells or leases such aircraft
and obtains from the transferee any form of exculpatory clause protecting
Customer from liability for loss of or damage to the aircraft, and/or related
incidental or consequential damages, including without limitation loss of use,
revenue, or profit, Customer shall obtain for Boeing the purchaser's or lessee's
written agreement to be bound by terms and conditions substantially as set forth
in Appendix V. This Article 9.5 applies only if purchaser or lessee has not
provided to Boeing the written agreement described in Article 9.3 above.

            9.6   Appointment of Agent - Warranty Claims. If, following delivery
of an aircraft, Customer appoints an agent to act directly with Boeing for the
administration of claims relating to the warranties under the applicable
purchase agreement, Boeing will deal with the agent for that purpose, effective
upon Boeing's receipt of the agent's written agreement, in a form satisfactory
to Boeing, to comply with all applicable terms and conditions of the applicable
purchase agreement. A sample form of agreement acceptable to Boeing is attached
as Appendix VI.

            9.7   No Increase in Boeing Liability. No action taken by Customer
or Boeing relating to the resale or lease of an aircraft or the assignment of
Customer's rights under the applicable purchase agreement will subject Boeing to
any liability beyond that in the applicable purchase agreement or modify in any
way Boeing's obligations under the applicable purchase agreement.

Article 10. Termination of Purchase Agreements for Certain Events.

            10.1  Termination. If either party

                  (i) ceases doing business as a going concern, or suspends all
                  or substantially all its business operations, or makes an
                  assignment for the benefit of creditors, or generally does not
                  pay its debts as they become due, or admits in writing its
                  inability to pay its debts; or

                  (ii) petitions for or acquiesces in the appointment of any
                  receiver, trustee or similar officer to liquidate or conserve
                  its business or any substantial part of its assets; commences
                  any legal proceeding such as bankruptcy, reorganization,
                  readjustment of debt, dissolution, or liquidation available
                  for the relief of financially distressed debtors; or becomes
                  the object of any such proceeding, unless the proceeding is
                  dismissed or stayed within a reasonable period, not to exceed
                  90 days,



                                     - 10 -
<PAGE>
the other party may terminate any purchase agreement with respect to any
undelivered aircraft, Materials, training, services, and other things by giving
written notice of termination.

            10.2  Repayment of Advance Payments. If either party terminates the
applicable purchase agreement under this Article, Boeing will repay to Customer,
without interest, an amount equal to any advance payments received by Boeing
from Customer with respect to undelivered aircraft.

Article 11. Notices.

            All notices required by this AGTA or by any applicable purchase
agreement will be in English, will be effective on the date of receipt, and will
be transmitted by any customary means of written communication, addressed as
follows:

            Customer:   GOL Transportes Aereos SA
                        Rua Tamoios 246
                        Jardim Aeroporto
                        Sao Paulo, SP 04630-000
                        Brazil

                        Attention:  President

            Boeing:     Boeing Commercial Airplanes

                        P.O. Box 3707
                        Seattle, Washington  98124-2207
                        U.S.A.

                        Attention: Vice President - Contracts
                                   Mail Code 21-34



Article 12. Miscellaneous.

            12.1  Government Approval. Boeing and Customer will assist each
other in obtaining any governmental consents or approvals required to effect
certification and sale of aircraft under the applicable purchase agreement.

            12.2  Headings. Article and paragraph headings used in this AGTA and
in any purchase agreement are for convenient reference only and are not intended
to affect the interpretation of this AGTA or any purchase agreement.


                                     - 11 -
<PAGE>
            12.3  GOVERNING LAW. THIS AGTA AND ANY PURCHASE AGREEMENT WILL BE
INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A.,
EXCEPT THAT WASHINGTON'S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE
PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.

            12.4  Waiver/Severability. Failure by either party to enforce any
provision of this AGTA or any purchase agreement will not be construed as a
waiver. If any provision of this AGTA or any provision of any purchase agreement
are held unlawful or otherwise ineffective by a court of competent jurisdiction,
the remainder of the AGTA or the applicable purchase agreement will remain in
effect.

            12.5  Survival of Obligations. The Articles and Exhibits of this
AGTA including but not limited to those relating to insurance, DISCLAIMER AND
RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive
termination or cancellation of any purchase agreement or part thereof.

            12.6  AGTA Changes. The intent of the AGTA is to simplify the
standard contracting process for terms and conditions which are related to the
sale and purchase of all Boeing aircraft. This AGTA has been mutually agreed to
by the parties as of the date indicated below. From time to time the parties may
elect, by mutual agreement to update, or modify the existing articles as
written. If such changes are made, any existing executed Purchase Agreement(s)
will be governed by the terms and conditions of the Revision level of the AGTA
in effect based on the date of the executed Purchase Agreement.

DATED AS OF                           2004
            ------------------------


GOL TRANSPORTES AEREOS SA                    THE BOEING COMPANY




By                                           By
    ------------------------                     ------------------------


Its                                          Its
    ------------------------                     ------------------------

Witness:

----------------------------

----------------------------




                                     - 12 -
<PAGE>
                                    EXHIBIT A

                                       TO

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-GOT

                                     BETWEEN

                               THE BOEING COMPANY

                                       AND

                            GOL TRANSPORTES AEREOS SA

                  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
<PAGE>
                  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

1.    General.

      Certain equipment to be installed in the Aircraft is furnished to Boeing
by Customer at Customer's expense. This equipment is designated "Buyer Furnished
Equipment" (BFE) and is listed in the Detail Specification. Boeing will provide
to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an
electronically transmitted BFE Report which may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping instructions relating to
the in sequence installation of BFE as described in the applicable Supplemental
Exhibit to this Exhibit A in a purchase agreement at the time of aircraft
purchase.

2.    Supplier Selection.

      Customer will:

      2.1 Select and notify Boeing of the suppliers of BFE items by those dates
appearing in Supplemental Exhibit BFE1 to the applicable purchase agreement at
the time of aircraft purchase.

      2.2 Meet with Boeing and such selected BFE suppliers promptly after such
selection to:

            2.2.1 complete BFE configuration design requirements for such BFE;
and

            2.2.2 confirm technical data submittal requirements for BFE
certification.

3.    Customer's Obligations.

      Customer will:

      3.1 comply with and cause the supplier to comply with the provisions of
the BFE Document or BFE Report;

            3.1.1 deliver technical data (in English) to Boeing as required to
support installation and FAA certification in accordance with the schedule
provided by Boeing or as mutually agreed upon during the BFE meeting referred to
above;

            3.1.2 deliver BFE including production and/or flight training spares
and BFE Aircraft Software to Boeing in accordance with the quantities and
schedule provided therein; and



                                      A-1
<PAGE>
            3.1.3 assure that all BFE Aircraft Software is delivered in
compliance with Boeing's then-current Standards for Loadable Systems, as
informed by Boeing from time to time;

            3.1.4 assure that all BFE parts are delivered to Boeing with
appropriate quality assurance documentation;

      3.2 authorize Boeing to discuss all details of the BFE directly with the
BFE suppliers;

      3.3 authorize Boeing to conduct or delegate to the supplier quality source
inspection and supplier hardware acceptance of BFE at the supplier location;

            3.3.1 require supplier's contractual compliance to Boeing defined
quality assurance requirements, source inspection programs and supplier
delegation programs, including availability of adequate facilities for Boeing
resident personnel; and

            3.3.2 assure that all BFE supplier's quality systems are approved to
Boeing's then current standards for such systems;

      3.4 obtain from supplier a non-exclusive, perpetual, royalty-free,
irrevocable license for Boeing to copy BFE Aircraft Software. The license is
needed to enable Boeing to load the software copies in (i) the aircraft's mass
storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE
hardware and/or (iv) an intermediate device or other media to facilitate copying
of the BFE Aircraft Software into the aircraft's MSD, BFE hardware and/or media,
including media as Boeing may deliver to Customer with the aircraft;

      3.5 grant Boeing a license, extending the same rights set forth in
paragraph 3.4 above, to copy: a) BFE Aircraft Software and data Customer has
modified and/or b) other software and data Customer has added to the BFE
Aircraft Software;

      3.6 provide necessary field service representation at Boeing's facilities
to support Boeing on all issues related to the installation and certification of
BFE;

      3.7 deal directly with all BFE suppliers to obtain overhaul data,
provisioning data, related product support documentation and any warranty
provisions applicable to the BFE;

      3.8 work closely with Boeing and the BFE suppliers to resolve any
difficulties, including defective equipment, that arise;

      3.9 be responsible for modifying, adjusting and/or calibrating BFE as
required for FAA approval and for all related expenses;



                                      A-2
<PAGE>
      3.10 assure that a proprietary information agreement is in place between
Boeing and BFE suppliers prior to Boeing providing any documentation to such
suppliers,

      3.11 warrant that the BFE will comply with all applicable FARs and the
U.S. Food and Drug Administration (FDA) sanitation requirements for installation
and use in the Aircraft at the time of delivery. Customer will be responsible
for supplying any data and adjusting, calibrating, re-testing or updating such
BFE and data to the extent necessary to obtain applicable FAA and FDA approval
and shall bear the resulting expenses.

      3.12 warrant that the BFE will meet the requirements of the Detail
Specification; and

      3.13 be responsible for providing equipment which is FAA certifiable at
time of Aircraft delivery, or for obtaining waivers from the applicable
regulatory agency for non-FAA certifiable equipment.

4.    Boeing's Obligations.

      Other than as set forth below, Boeing will provide for the installation of
and install the BFE and obtain certification of the Aircraft with the BFE
installed.

5.    Nonperformance by Customer.

      If Customer's nonperformance of obligations in this Exhibit or in the BFE
Document causes a delay in the delivery of the Aircraft or causes Boeing to
perform out-of-sequence or additional work, Customer will reimburse Boeing for
all resulting expenses and be deemed to have agreed to any such delay in
Aircraft delivery. In addition Boeing will have the right to:

      5.1 provide and install specified equipment or suitable alternate
equipment and increase the price of the Aircraft accordingly; and/or

      5.2 deliver the Aircraft to Customer without the BFE installed.

6.    Return of Equipment.

      BFE not installed in the Aircraft will be returned to Customer in
accordance with Customer's instructions and at Customer's expense.

7.    Title and Risk of Loss.

      7.1 With respect to Aircraft manufactured in the State of Washington,
title to and risk of loss of BFE provided for such Aircraft will at all times
remain with Customer

                                      A-3
<PAGE>
or other owner. Boeing will have only such liability for BFE as a bailee for
mutual benefit would have, but will not be liable for loss of use.

      7.2 With respect to Aircraft manufactured in the State of California,
Customer agrees to sell and Boeing agrees to purchase each item of BFE
concurrently with its delivery to Boeing. A reasonable shipset price for the BFE
shall be established with Customer. Customer and Boeing agree that the Aircraft
Price will be increased by the amount of said shipset price and such amount will
be included on Boeing's invoice at time of Aircraft delivery. Boeing's payment
for the purchase of each shipset of BFE from Customer will be made at the time
of delivery of the Aircraft in which the BFE is installed.

8.    Interchange of BFE

      To properly maintain Boeing's production flow and to preserve Boeing's
delivery commitments, Boeing reserves the right, if necessary, due to equipment
shortages or failures, to interchange new items of BFE acquired from or for
Customer with new items of the same part numbers acquired from or for other
customers of Boeing. Used BFE acquired from Customer or from other customers of
Boeing will not be interchanged.

9.    Indemnification of Boeing.

      Customer hereby indemnifies and holds harmless Boeing from and against all
claims and liabilities, including costs and expenses (including attorneys' fees)
incident thereto or incident to successfully establishing the right to
indemnification, for injury to or death of any person or persons, including
employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including any Aircraft, arising out of or in any way connected
with any nonconformance or defect in any BFE and whether or not arising in tort
or occasioned by the negligence of Boeing. This indemnity will not apply with
respect to any nonconformance or defect caused solely by Boeing's installation
of the BFE.

10.   Patent Indemnity.

      Customer hereby indemnifies and holds harmless Boeing from and against all
claims, suits, actions, liabilities, damages and costs arising out of any actual
or alleged infringement of any patent or other intellectual property rights by
BFE or arising out of the installation, sale or use of BFE by Boeing.

11.   Definitions.

      For the purposes of the above indemnities, the term "Boeing" includes The
Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.



                                      A-4
<PAGE>
                                    EXHIBIT B

                                       TO

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-GOT

                                     BETWEEN

                               THE BOEING COMPANY

                                       AND

                            GOL TRANSPORTES AEREOS SA

                            CUSTOMER SUPPORT DOCUMENT

                             This document contains:

              Part 1:      Maintenance and Flight Training Programs; Operations
                           Engineering Support

              Part 2:      Field Services and Engineering Support
                           Services

              Part 3:      Technical Information and Materials

              Part 4:      Alleviation or Cessation of Performance

              Part 5:      Protection of Proprietary Information and
                           Proprietary Materials






                                       B
                                       i
<PAGE>
                            CUSTOMER SUPPORT DOCUMENT

                 PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING
                    PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1.    Boeing Training Programs.

      1.1 Boeing will provide maintenance training and flight training programs
to support the introduction of a specific model of aircraft into service. The
training programs will consist of general and specialized courses and will be
described in a Supplemental Exhibit to the applicable purchase agreement.

      1.2 Boeing will conduct all training at Boeing's primary training facility
for the model of aircraft purchased unless otherwise agreed.

      1.3 All training will be presented in the English language. If translation
is required, Customer will provide interpreters.

      1.4 Customer will be responsible for all expenses of Customer's personnel.
Boeing will transport Customer's personnel between their local lodging and
Boeing's training facility.

2.    Training Planning Conferences.

      Customer and Boeing will conduct planning conferences approximately 12
months before the scheduled delivery month of the first aircraft of a model to
define and schedule the maintenance and flight training programs.

3.    Operations Engineering Support.

      3.1 As long as an aircraft purchased by Customer from Boeing is operated
by Customer in scheduled revenue service, Boeing will provide operations
engineering support. Such support will include:

            3.1.1 assistance with the analysis and preparation of performance
data to be used in establishing operating practices and policies for Customer's
operation of aircraft;

            3.1.2 assistance with interpretation of the minimum equipment list,
the definition of the configuration deviation list and the analysis of
individual aircraft performance;

            3.1.3 assistance with solving operational problems associated with
delivery and route-proving flights;



                                        B
                                       1-1
<PAGE>
            3.1.4 information regarding significant service items relating to
aircraft performance or flight operations; and

            3.1.5 if requested by Customer, Boeing will provide operations
engineering support during an aircraft ferry flight.

4.    Training at a Facility Other Than Boeing's.

      If requested by Customer, Boeing will conduct the classroom portions of
the maintenance and flight training (except for the Performance Engineer
training courses) at a mutually acceptable alternate training site, subject to
the following conditions:

      4.1 Customer will provide acceptable classroom space, simulators (as
necessary for flight training) and training equipment required to present the
courses;

      4.2 Customer will pay Boeing's then-current per diem charge for each
Boeing instructor for each day, or fraction thereof, that the instructor is away
from their home location, including travel time;

      4.3 Customer will reimburse Boeing for the actual costs of round-trip
transportation for Boeing's instructors and the shipping costs of training
Materials between the primary training facility and the alternate training site;

      4.4 Customer will be responsible for all taxes, fees, duties, licenses,
permits and similar expenses incurred by Boeing and its employees as a result of
Boeing's providing training at the alternate site or incurred as a result of
Boeing providing revenue service training; and

      4.5 Those portions of training that require the use of training devices
not available at the alternate site will be conducted at Boeing's facility or at
some other alternate site.

5.    General Terms and Conditions.

      5.1 Boeing flight instructor personnel will not be required to work more
than 5 days per week, or more than 8 hours in any one 24-hour period, of which
not more than 5 hours per 8-hour workday will be spent in actual flying. These
foregoing restrictions will not apply to ferry assistance or revenue service
training services, which will be governed by FAA rules and regulations.

      5.2 NORMAL LINE MAINTENANCE is defined as line maintenance that Boeing
might reasonably be expected to furnish for flight crew training at Boeing's
facility, and will include ground support and aircraft storage in the open, but
will not include provision of spare parts. Boeing will provide Normal Line
Maintenance services for any


                                        B
                                       1-2
<PAGE>
aircraft while the aircraft is used for flight crew training at Boeing's
facility in accordance with the Boeing Maintenance Plan (Boeing document
D6-82076) and the Repair Station Operation and Inspection Manual (Boeing
document D6-25470), which terms are available to Customer upon reasonable
request. Customer will provide such services if flight crew training is
conducted elsewhere. Regardless of the location of such training, Customer will
be responsible for providing all maintenance items (other than those included in
Normal Line Maintenance) required during the training, including, but not
limited to, fuel, oil, landing fees and spare parts. Boeing will assist Customer
with purchase of any such items, at no additional cost to Customer.

      5.3 If the training is based at Boeing's facility, and the aircraft is
damaged during such training, Boeing will make all necessary repairs to the
aircraft as promptly as possible. Customer will pay Boeing's reasonable charge,
including the price of parts and materials, for making the repairs. If Boeing's
estimated labor charge for the repair exceeds $25,000, Boeing and Customer will
enter into an agreement for additional services before beginning the repair
work.

      5.4 If the flight training is based at Boeing's facility, several airports
in surrounding states may be used, at Boeing's option. Unless otherwise agreed
in the flight training planning conference, it will be Customer's responsibility
to make arrangements for the use of such airports.

      5.5 If Boeing agrees to make arrangements on behalf of Customer for the
use of airports for flight training, Boeing will pay on Customer's behalf any
landing fees charged by any airport used in conjunction with the flight
training. Boeing will submit to Customer an invoice for any such landing fees
Boeing has paid on Customer's behalf, approximately 60 days after flight
training is completed, when all landing fee charges have been received and
verified. Customer will pay to Boeing within 30 days of the date of the invoice.

      5.6 If requested by Boeing, in order to provide the flight training or
ferry flight assistance, Customer will make available to Boeing an aircraft
after delivery to familiarize Boeing instructor or ferry flight crew personnel
with such aircraft. If flight of the aircraft is required for any Boeing
instructor or ferry flight crew member to maintain an FAA license for flight
proficiency or landing currency, Boeing will be responsible for the costs of
fuel, oil, landing fees and spare parts attributable to that portion of the
flight.

      5.7 If any part of the training described in Article 1.1 of this Exhibit
is not used by Customer within 12 months after the delivery of the last aircraft
under the relevant purchase agreement, Boeing will not be obligated to provide
such training.



                                        B
                                       1-3
<PAGE>
                            CUSTOMER SUPPORT DOCUMENT

                 PART 2: FIELD AND ENGINEERING SUPPORT SERVICES

1.       Field Service Representation.

         Boeing will furnish field service representation to advise Customer
with respect to the maintenance and operation of an aircraft (FIELD SERVICE
REPRESENTATIVES).

         1.1 Field Service representation will be available at or near
Customer's main maintenance or engineering facility beginning before the
scheduled delivery month of the first aircraft and ending 12 months after
delivery of the last aircraft covered by a specific purchase agreement.

         1.2 Customer will provide, at no charge to Boeing, suitable furnished
office space and office equipment at the location where Boeing is providing
Field Service Representatives. As required, Customer will assist each Field
Service Representative with visas, work permits, customs, mail handling,
identification passes and formal introduction to local airport authorities.

         1.3 Boeing Field Service Representatives are assigned to various
airports around the world. Whenever Customer's aircraft are operating through
any such airport, the services of Boeing's Field Service Representatives are
available to Customer.

2.    Engineering Support Services.

      Boeing will, if requested by Customer, provide technical advisory
assistance for any aircraft and Boeing Product (as defined in Part I of Exhibit
C). Technical advisory assistance, provided from the Seattle area or at a base
designated by Customer as appropriate, will include:

      2.1 Operational Problem Support. If Customer experiences operational
problems with an aircraft, Boeing will analyze the information provided by
Customer to determine the probable nature and cause of the problem and to
suggest possible solutions.

      2.2 Schedule Reliability Support. If Customer is not satisfied with the
schedule reliability of a specific model of aircraft, Boeing will analyze
information provided by Customer to determine the nature and cause of the
problem and to suggest possible solutions.

      2.3 Maintenance Cost Reduction Support. If Customer is concerned that
actual maintenance costs of a specific model of aircraft are excessive, Boeing
will analyze information provided by Customer to determine the nature and cause
of the problem and to suggest possible solutions.

                                        B
                                       2-1
<PAGE>
      2.4 Aircraft Structural Repair Support. If Customer is designing
structural repairs and desires Boeing's support, Boeing will analyze and comment
on Customer's engineering releases relating to structural repairs not covered by
Boeing's Structural Repair Manual.

      2.5 Aircraft Modification Support. If Customer is designing aircraft
modifications and requests Boeing's support, Boeing will analyze and comment on
Customer's engineering proposals for changes in, or replacement of, systems,
parts, accessories or equipment manufactured to Boeing's detailed design. Boeing
will not analyze or comment on any major structural change unless Customer's
request for such analysis and comment includes complete detailed drawings,
substantiating information (including any information required by applicable
government agencies), all stress or other appropriate analyses, and a specific
statement from Customer of the substance of the review and the response
requested.

      2.6 Facilities, Ground Equipment and Maintenance Planning Support. Boeing
will, at Customer's request, evaluate Customer's technical facilities, tools and
equipment for servicing and maintaining aircraft, to recommend changes where
necessary and to assist in the formulation of an initial maintenance plan for
the introduction of the aircraft into service.

      2.7 Post-Delivery Service Support. Boeing will, at Customer's request,
perform work on an aircraft after delivery but prior to the initial departure
flight or upon the return of the aircraft to Boeing's facility prior to
completion of that flight. In that event the following provisions will apply.

            2.7.1 Boeing may rely upon the commitment authority of the
Customer's personnel requesting the work.

            2.7.2 As title and risk of loss has passed to Customer, the
insurance provisions of Article 8.2 of the AGTA apply.

            2.7.3 The provisions of the Boeing Warranty in Part 2 of Exhibit C
of this AGTA apply.

            2.7.4 Customer will pay Boeing for requested work not covered by the
Boeing Warranty, if any.

            2.7.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND
OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of this AGTA
apply.

      2.8 Additional Services. Boeing may, at Customer's request, provide
additional services for an aircraft after delivery, which may include, but


                                        B
                                       2-2
<PAGE>
not be limited to, retrofit kit changes (kits and/or information), training,
flight services, maintenance and repair of aircraft. Such additional services
will be subject to a mutually acceptable price, schedule, scope of work and
other applicable terms and conditions. The DISCLAIMER AND RELEASE and the
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2
of Exhibit C of this AGTA and the insurance provisions in Article 8.2 of this
AGTA will apply to any such work. Title to and risk of loss of any such aircraft
will always remain with Customer.


                                        B
                                       2-3
<PAGE>
                            CUSTOMER SUPPORT DOCUMENT

                   PART 3: TECHNICAL INFORMATION AND MATERIALS

1.    General.

      MATERIALS are defined as any and all items that are created by Boeing or a
third party, which are provided directly or indirectly from Boeing and serve
primarily to contain, convey or embody information. Materials may include either
tangible embodiments (for example, documents or drawings), or intangible
embodiments (for example, software and other electronic forms) of information
but excludes Aircraft Software. AIRCRAFT SOFTWARE is defined as software that is
installed on and used in the operation of the aircraft.

      Boeing will furnish to Customer certain Materials to support the
maintenance and operation of the aircraft at no additional charge to Customer,
except as otherwise provided herein and will, include each of the following:
airplane maintenance manual, system schematic manual, illustrated parts catalog,
wiring diagram manual, fault isolation manual, and service letters. Such
Materials will, if applicable, be prepared generally in accordance with Air
Transport Association of America (ATA) Specification No. 100, entitled
"Specification for Manufacturers' Technical Data". Materials will be in English
and in the units of measure used by Boeing to manufacture an aircraft.

      Digitally-produced Materials will, if applicable, be prepared generally in
accordance with ATA Specification No. 2100, dated January 1994, "Digital Data
Standards for Aircraft Support."

2.    Materials Planning Conferences.

      Customer and Boeing will conduct planning conferences approximately 12
months before the scheduled delivery month of the first aircraft of a model in
order to mutually determine the proper format and quantity of Materials to be
furnished to Customer in support of the aircraft.

      When available, Customer may select one Boeing digital format as the
delivery medium. Should a Boeing digital format not be chosen, Customer may
select a reasonable quantity of printed and 16mm microfilm formats, with the
exception of the Illustrated Parts Catalog, which will be provided in one
selected format only.

3.    Information and Materials - Incremental Increase.

      Until one year after the month of delivery of the last aircraft covered by
a specific purchase agreement, Customer may annually request in writing a
reasonable increase in


                                        B
                                       3-1
<PAGE>
the quantity of Materials with the exception of microfilm master copies, digital
formats, and others for which a specified number of copies are provided. Boeing
will provide the additional quantity at no additional charge beginning with the
next normal revision cycle. Customer may request a decrease in revision
quantities at any time.

4.    Advance Representative Copies.

      All advance representative copies of Materials will be selected by Boeing
from available sources. Such advance copies will be for advance planning
purposes only.

5.    Customized Materials.

      All customized Materials will reflect the configuration of each aircraft
as delivered.

6.    Revisions.

      6.1 Revision Service. Boeing will provide revisions free of charge to
certain Materials to be identified in the planning conference conducted for a
specific model of aircraft, reflecting changes developed by Boeing, as long as
Customer operates an aircraft of that model.

      6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing
receives written notice that Customer intends to incorporate, or has
incorporated, any Boeing service bulletin in an aircraft, Boeing will at no
charge issue revisions to Materials with revision service reflecting the effects
of such incorporation into such aircraft.

7.    Supplier Technical Data.

      7.1 For supplier-manufactured programmed airborne avionics components and
equipment classified as Seller Furnished Equipment (SFE) or Seller Purchased
Equipment (SPE) or Buyer Designated Equipment (BDE) which contain computer
software designed and developed in accordance with Radio Technical Commission
for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A
dated March 1985, or later as available, Boeing will request that each supplier
of the components and equipment make software documentation available to
Customer.

      7.2 The provisions of this Article will not be applicable to items of BFE.

      7.3 Boeing will furnish to Customer a document identifying the terms and
conditions of the product support agreements between Boeing and its suppliers
requiring the suppliers to fulfill Customer's requirements for information and
services in support of the specific model of aircraft.





                                        B
                                       3-2
<PAGE>
8.    Buyer Furnished Equipment Data.

      Boeing will incorporate BFE information into the customized Materials
providing Customer makes the information available to Boeing at least nine
months prior to the scheduled delivery month of Customer's first aircraft of a
specific model. Customer agrees to furnish the information in Boeing standard
digital format if Materials are to be delivered in Boeing standard digital
format.

9.    Materials Shipping Charges.

      Boeing will pay the reasonable transportation costs of the Materials.
Customer is responsible for any customs clearance charges, duties, and taxes.

10.   Customer's Shipping Address.

      The Materials furnished to Customer hereunder are to be sent to a single
address to be specified. Customer will promptly notify Boeing of any change to
the address.



                                        B
                                       3-3
<PAGE>
                            CUSTOMER SUPPORT DOCUMENT

                 PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any Materials, services, training or
other things at a facility designated by Customer if any of the following
conditions exist:

      1. a labor stoppage or dispute in progress involving Customer;

      2. wars or warlike operations, riots or insurrections in the country where
the facility is located;

      3. any condition at the facility which, in the opinion of Boeing, is
detrimental to the general health, welfare or safety of its personnel or their
families;

      4. the United States Government refuses permission to Boeing personnel or
their families to enter into the country where the facility is located, or
recommends that Boeing personnel or their families leave the country; or

      5. the United States Government refuses permission to Boeing to deliver
Materials, services, training or other things to the country where the facility
is located.

After the location of Boeing personnel at the facility, Boeing further reserves
the right, upon the occurrence of any of such events, to immediately and without
prior notice to Customer relocate its personnel and their families.

Boeing will coordinate with Customer for provision of Materials, Services,
Training or other things as provided for in this Exhibit B, at another facility
as Customer and Boeing have agreed upon, so as not to interrupt or in any other
way interfere with Customer's operation of an aircraft.



                                        B
                                       4-1
<PAGE>
                            CUSTOMER SUPPORT DOCUMENT

                  PART 5: PROTECTION OF PROPRIETARY INFORMATION
                            AND PROPRIETARY MATERIALS

1.    General.

      All Materials provided by Boeing to Customer and not covered by a Boeing
CSGTA or other agreement between Boeing and Customer defining Customer's right
to use and disclose the Materials and included information will be covered by,
and subject to the terms of this AGTA. Title to all Materials containing,
conveying or embodying confidential, proprietary or trade secret information
(Proprietary Information) belonging to Boeing or a third party (Proprietary
Materials), will at all times remain with Boeing or such third party. Customer
will treat all Proprietary Materials and all Proprietary Information in
confidence and use and disclose the same only as specifically authorized in this
AGTA.

2.    License Grant.

      Boeing grants to Customer a worldwide, non-exclusive, non-transferable
license to use and disclose Proprietary Materials in accordance with the terms
and conditions of this AGTA. Customer is authorized to make copies of Materials
(except for Materials bearing the copyright legend of a third party), and all
copies of Proprietary Materials will belong to Boeing and be treated as
Proprietary Materials under this AGTA. Customer will preserve all proprietary
legends, and all copyright notices on all Materials and insure the inclusion of
those legends and notices on all copies.

3.    Use of Proprietary Materials and Proprietary Information.

      Customer is authorized to use Proprietary Materials and Proprietary
Information for the purpose of: (a) operation, maintenance, repair, or
modification of Customer's aircraft for which the Proprietary Materials and
Proprietary Information have been specified by Boeing and (b) development and
manufacture of training devices and maintenance tools for use by Customer.

4.    Providing of Proprietary Materials to Contractors.

      Customer is authorized to provide Proprietary Materials to Customer's
contractors for the sole purpose of maintenance, repair, or modification of
Customer's aircraft for which the Proprietary Materials have been specified by
Boeing. In addition, Customer may provide Proprietary Materials to Customer's
contractors for the sole purpose of developing and manufacturing training
devices and maintenance tools for Customer's use. Before providing Proprietary
Materials to its contractor, Customer will first obtain a


                                        B
                                       5-1
<PAGE>
written agreement from the contractor by which the contractor agrees (a) to use
the Proprietary Materials only on behalf of Customer, (b) to be bound by all of
the restrictions and limitations of this Part 5, and (c) that Boeing is a third
party beneficiary under the written agreement. Customer agrees to provide copies
of all such written agreements to Boeing upon request and be liable to Boeing
for any breach of those agreements by a contractor. A sample agreement
acceptable to Boeing is attached as Appendix VII.

5.    Providing of Proprietary Materials and Proprietary Information to
      Regulatory Agencies.

      When and to the extent required by a government regulatory agency having
jurisdiction over Customer or an aircraft, Customer is authorized to provide
Proprietary Materials and to disclose Proprietary Information to the agency for
use in connection with Customer's operation, maintenance, repair, or
modification of such aircraft. Customer agrees to take all reasonable steps to
prevent the agency from making any distribution, disclosure, or additional use
of the Proprietary Materials and Proprietary Information provided or disclosed.
Customer further agrees to notify Boeing immediately upon learning of any (a)
distribution, disclosure, or additional use by the agency, (b) request to the
agency for distribution, disclosure, or additional use, or (c) intention on the
part of the agency to distribute, disclose, or make additional use of
Proprietary Materials or Proprietary Information.



                                        B
                                       5-2
<PAGE>
                                    EXHIBIT C

                                       TO

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-GOT

                                     BETWEEN

                               THE BOEING COMPANY

                                       AND

                            GOL TRANSPORTES AEREOS SA

                           PRODUCT ASSURANCE DOCUMENT

                             This document contains:

     Part 1:       Exhibit C Definitions

     Part 2:       Boeing Warranty

     Part 3:       Boeing Service Life Policy

     Part 4:       Supplier Warranty Commitment

     Part 5:       Boeing Interface Commitment

     Part 6:       Boeing Indemnities against Patent and Copyright Infringement


                                       C
                                       i
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                          PART 1: EXHIBIT C DEFINITIONS

      AUTHORIZED AGENT - Agent appointed by Customer to perform corrections and
to administer warranties (see Appendix VI to the AGTA for a form acceptable to
Boeing).

      AVERAGE DIRECT HOURLY LABOR RATE - the average hourly rate (excluding all
fringe benefits, premium-time allowances, social charges, business taxes and the
like) paid by Customer to its Direct Labor employees.

      BOEING PRODUCT - any system, accessory, equipment, part or Aircraft
Software that is manufactured by Boeing or manufactured to Boeing's detailed
design with Boeing's authorization.

      CORRECT - to repair, modify, provide modification kits or replace with a
new product.

      CORRECTION - a repair, a modification, a modification kit or replacement
with a new product.

      CORRECTED BOEING PRODUCT - a Boeing Product which is free of defect as a
result of a Correction.

      DIRECT LABOR - Labor spent by Customer's Direct Labor employees to remove,
disassemble, modify, repair, inspect and bench test a defective Boeing Product,
and to reassemble, reinstall a Corrected Boeing Product and perform final
inspection.

      DIRECT MATERIALS - Items such as parts, gaskets, grease, sealant and
adhesives, installed or consumed in performing a Correction, excluding
allowances for administration, overhead, taxes, customs duties and the like.

      SPECIFICATION CONTROL DRAWING (SCD) - a Boeing document defining
specifications for certain Supplier Products.

      SUPPLIER - the manufacturer of a Supplier Product.

      SUPPLIER PRODUCT - any system, accessory, equipment, part or Aircraft
Software that is not manufactured to Boeing's detailed design. This includes but
is not limited to parts manufactured to a SCD, all standards, and other parts
obtained from non-Boeing sources.



                                        C
                                       1-1
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                             PART 2: BOEING WARRANTY

1.    Applicability.

      This warranty applies to all Boeing Products. Warranties applicable to
Supplier Products are in Part 4. Warranties applicable to engines will be
provided by Supplemental Exhibits to individual purchase agreements.

2.    Warranty.

      2.1 Coverage. Boeing warrants that at the time of delivery:

            (i)   the aircraft will conform to the Detail Specification except
                  for portions stated to be estimates, approximations or design
                  objectives;

            (ii)  all Boeing Products will be free from defects in material,
                  process of manufacture and workmanship, including the
                  workmanship utilized to install Supplier Products, engines and
                  BFE, and;

            (iii) all Boeing Products will be free from defects in design,
                  including selection of materials and the process of
                  manufacture, in view of the state of the art at the time of
                  design

      2.2 Exceptions. The following conditions do not constitute a defect under
this warranty:

            (i)   conditions resulting from normal wear and tear;

            (ii)  conditions resulting from inappropriate acts or omissions of
                  Customer; and

            (iii) conditions resulting from failure to properly service and
                  maintain a Boeing Product .

3.    Warranty Periods.

      3.1 Warranty. The warranty period begins on the date of aircraft or Boeing
Product delivery and ends: (i) after 48 months for Boeing aircraft models
777-200, -300 or 737-600, -700, -800, -900 or new aircraft models designed and
manufactured with similar, new technology; or, (ii) after 36 months for any
other Boeing aircraft model.



                                        C
                                       2-1
<PAGE>
      3.2 Warranty on Corrected Boeing Products. The warranty period applicable
to a Corrected Boeing Product shall begin on the date of delivery of the
Corrected Boeing Product or date of delivery of the kit or kits furnished to
Correct the Boeing Product and shall be for the period specified immediately
below:

                  (i) For Corrected Boeing Products which have been Corrected
                  because of a defect in material, the applicable warranty
                  period is the remainder of the initial warranty period for the
                  defective Boeing Product.

                  (ii) For Corrected Boeing Products which have been Corrected
                  because of defect in workmanship, the applicable warranty
                  period is the remainder of the initial warranty or 12 months
                  following the date of delivery of the Corrected Boeing
                  Product, whichever is longer.

                  (iii) For Corrected Boeing Products which have been Corrected
                  because of a defect in design, the applicable warranty period
                  is 18 months or the remainder of the initial warranty period,
                  whichever is longer.

      3.3 Survival of Warranties. All warranty periods are stated above. The
Performance Guarantees will not survive delivery of the aircraft.

4.    Remedies.

      4.1 Correction Options. Customer may, at its option, either perform a
Correction of a defective Boeing Product or return the Boeing Product to Boeing
for Correction.

      4.2 Warranty Labor Rate. If Customer or its Authorized Agent Corrects a
defective Boeing Product, Boeing will reimburse Customer for Direct Labor hours
at Customer's established Warranty Labor Rate. Customer's established Warranty
Labor Rate will be the greater of the standard labor rate or 150% of Customer's
Average Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its
customers is established and published annually. Prior to or concurrently with
submittal of Customer's first claim for Direct Labor reimbursement, Customer may
notify Boeing of Customer's then-current Average Direct Hourly Labor Rate, and
thereafter notify Boeing of any material change in such rate. Boeing will
require information from Customer to substantiate such rates.

      4.3 Warranty Inspections. In addition to the remedies to Correct defects
in Boeing Products, Boeing will reimburse Customer for the cost of Direct Labor
to perform certain inspections of the aircraft to determine the occurrence of a
condition Boeing has identified as a covered defect, provided:

            4.3.1 the inspections are recommended by a service bulletin or
service letter issued by Boeing during the warranty period; and



                                        C
                                       2-2
<PAGE>
            4.3.2 such reimbursement will not apply to any inspections performed
after a Correction is available to Customer.

      4.4 Credit Memorandum Reimbursement. Boeing will make all reimbursements
by credit memoranda which may be applied toward the purchase of Boeing goods and
services.

      4.5 Maximum Reimbursement. Unless previously agreed in writing, the
maximum reimbursement for Direct Labor and Direct materials for repair of a
defective Boeing Product will not exceed 65% of Boeing's then-current sales
price for a new replacement Boeing Product. Inspection, removal, reinstallation
labor, final testing, inspection and transportation costs are separate and are
not to be included in the cost elements used to determine the 65% limit. By
mutual agreement between Customer and Boeing, Boeing may provide a replacement.

5.    Discovery and Notice.

      5.1   For a claim to be valid:

            (i)   the defect must be discovered during the warranty period; and

            (ii)  Boeing Warranty must receive written notice of the discovery
                  no later than 90 days after expiration of the warranty period.
                  The notice must include sufficient information to substantiate
                  the claim.

      5.2 Receipt of Customer's or its Authorized Agent's notice of the
discovery of a defect secures Customer's rights to remedies under this Exhibit
C, even though a Correction is performed after the expiration of the warranty
period.

      5.3 Once Customer has given valid notice of the discovery of a defect, a
claim should be submitted as soon as practicable after performance of the
Correction.

      5.4 Boeing may release service bulletins or service letters advising
Customer of the availability of certain warranty remedies. When such advice is
provided, Customer will be deemed to have fulfilled the requirements for
discovery of the defect and submittal of notice under this Exhibit C as of the
date specified in the service bulletin or service letter.

6.    Filing a Claim.

      6.1 Authority to File. Claims may be filed by Customer or its Authorized
Agent. Appointment of an Authorized Agent will only be effective upon Boeing's
receipt of the Authorized Agent's express written agreement, in a form
satisfactory to Boeing,


                                        C
                                       2-3
<PAGE>
to be bound by and to comply with all applicable terms and conditions of this
Aircraft General Terms Agreement.

      6.2 Claim Information.

            6.2.1 Claimant is responsible for providing sufficient information
to substantiate Customer's rights to remedies under this Exhibit C. Boeing may
reject a claim for lack of sufficient information. At a minimum, such
information must include:

                  (i)   identity of claimant;

                  (ii)  serial or block number of the aircraft on which the
                        defective Boeing Product was delivered;

                  (iii) part number and nomenclature of the defective Boeing
                        Product;

                  (iv)  purchase order number and date of delivery of the
                        defective spare part

                  (v)   description and substantiation of the defect;

                  (vi)  date the defect was discovered;

                  (vii) date the Correction was completed;

                  (viii) the total flight hours or cycles accrued, if
                        applicable;

                  (ix)  an itemized account of direct labor hours expended in
                        performing the Correction; and (x) an itemized account
                        of any direct materials incorporated in the Correction.

            6.2.2 Additional information may be reasonably required based on the
nature of the defect and the remedies requested.

      6.3 Boeing Claim Processing.

            6.3.1 Any claim for a Boeing Product returned by Customer or its
Authorized Agent to Boeing for Correction must accompany the Boeing Product. Any
claim not associated with the return of a Boeing Product must be signed and
submitted in writing directly by Customer or its Authorized Agent to Boeing
Warranty.


                                        C
                                       2-4
<PAGE>
            6.3.2 Boeing will promptly review the claim and will give
notification of claim approval or rejection. If the claim is rejected, Boeing
will provide a written explanation.

7.       Corrections Performed by Customer or Its Authorized Agent.

         7.1 Facilities Requirements. Provided Customer, its Authorized Agent or
its third party contractor, as appropriate, are certified by the appropriate
Civil Aviation Authority or Federal Aviation Authority, Customer or its
Authorized Agent may, at its option, Correct defective Boeing Products at its
facilities, or may subcontract Corrections to a third party contractor.

         7.2 Technical Requirements. All Corrections done by Customer, its
Authorized Agent or a third party contractor must be performed in accordance
with Boeing's applicable service manuals, bulletins or other written
instructions, using parts and materials furnished or approved by Boeing.

         7.3      Reimbursement.

                  7.3.1 Boeing will reimburse Customer's reasonable costs of
Direct Materials and Direct Labor (excluding time expended for overhaul) at
Customer's Warranty Labor Rate to Correct a defective Boeing Product. Claims for
reimbursement must contain sufficient information to substantiate Direct Labor
hours expended and Direct Materials consumed. Customer or its Authorized Agent
may be required to produce invoices for materials.

                  7.3.2 Reimbursement for Direct Labor hours to perform
Corrections stated in a service bulletin will be based on the labor estimates in
the service bulletin.

                  7.3.3 Customer or its Authorized Agent will pre-pay freight
charges to return a Boeing Product to Boeing. If during the period of the
applicable warranty Boeing determines the Boeing Product to be defective, Boeing
will pre-pay shipping charges to return the Corrected Boeing Product. Boeing
will reimburse Customer or its Authorized Agent for freight charges for Boeing
Products returned to Boeing for Correction and determined to be defective.

      7.4 Disposition of Defective Boeing Products Beyond Economical Repair.

            7.4.1 A defective Boeing Product found to be beyond economical
repair (see Article 4.5, Maximum Reimbursement) will be retained for a period of
30 days from the date Boeing receives Customer's claim. During the 30 day
period, Boeing may request return of such Boeing Products for inspection and
confirmation of a defect. Boeing will reimburse inbound freight charges if the
Condition is confirmed to be a defect.

                                        C
                                       2-5
<PAGE>
            7.4.2 After the 30 day period, a defective Boeing Product with a
value of U.S. $4000 or less may be scrapped without notification to Boeing. If
such Boeing Product has a value greater than U.S. $4000, Customer must obtain
confirmation of unrepairability by Boeing's on-site Customer Services
Representative prior to scrapping. Confirmation may be in the form of the
Representative's signature on Customer's claim or through direct communication
between the Representative and Boeing Warranty.

8.    Corrections Performed by Boeing.

      8.1 Freight Charges. Customer or its Authorized Agent will pre-pay freight
charges to return a Boeing Product to Boeing. If during the period of the
applicable warranty Boeing determines the Boeing Product to be defective, Boeing
will pre-pay shipping charges to return the Corrected Boeing Product. Boeing
will reimburse Customer or its Authorized Agent for freight charges for Boeing
Products returned to Boeing for Correction and determined to be defective.
Comment: Boeing will not be liable for government charges, import export fees,
VAT or other government regulated charges.

      8.2 Customer Instructions. The documentation shipped with the returned
defective Boeing Product may include specific technical instructions for
additional work to be performed on the Boeing Product. The absence of such
instructions will evidence Customer's authorization for Boeing to perform all
necessary Corrections and work required to return the Boeing Product to a
serviceable condition.

      8.3 Correction Time Objectives.

            8.3.1 Boeing's objective for making Corrections is 10 working days
for avionics and electronic Boeing Products, 30 working days for Corrections of
other Boeing Products performed at Boeing's facilities, and 40 working days for
Corrections of other Boeing Products performed at a Boeing subcontractor's
facilities. The objectives are measured from the date Boeing receives the
defective Boeing Product and a valid claim to the date Boeing ships the
Correction.

            8.3.2 If Customer has a critical parts shortage because Boeing has
exceeded a Correction time objective and Customer has procured spare Boeing
Products for the defective Boeing Product in quantities shown in Boeing's
Recommended Spare Parts List (RSPL) or Spares Planning and Requirements
Evaluation Model (M-SPARE), then Boeing will either expedite the Correction or
provide an interchangeable Boeing Product on a no charge loan or lease basis
until the Corrected Boeing Product is returned.

      8.4 Title Transfer and Risk of Loss.

            8.4.1 Title to and risk of loss of any Boeing Product returned to
Boeing will at all times remain with Customer or any other title holder of such
Boeing Product.


                                        C
                                       2-6
<PAGE>
While Boeing has possession of the returned Boeing Product, Boeing will have
only such liabilities as a bailee for mutual benefit would have, but will not be
liable for loss of use.

            8.4.2 If a Correction requires shipment of a new Boeing Product,
then at the time Boeing ships the new Boeing Product, title to and risk of loss
for the returned Boeing Product will pass to Boeing, and title to and risk of
loss for the new Boeing Product will pass to Customer.

9.    Returning an Aircraft.

      9.1 Conditions. An aircraft may be returned to Boeing's facilities for
Correction only if:

                  (i)   Boeing and Customer agree a covered defect exists;

                  (ii)  Customer lacks access to adequate facilities, equipment
                        or qualified personnel to perform the Correction; and

                  (iii) it is not practical, in Boeing's estimation, to dispatch
                        Boeing personnel to perform the Correction at a remote
                        site.

      9.2 Correction Costs. Boeing will perform the Correction at no charge to
Customer. Subject to the conditions of Article 9.1, Boeing will reimburse
Customer for the costs of fuel, oil and landing fees incurred in ferrying the
aircraft to Boeing and back to Customer's facilities. Customer will minimize the
length of both flights. Boeing will also reimburse Customer for the reasonable
direct labor cost to Customer of the pilot's actual flight hours associated with
the ferrying of the aircraft to Boeing and back to the Customer's facilities.

      9.3 Separate Agreement. Boeing and Customer will enter into a separate
agreement covering return of the aircraft and performance of the Correction.
Authorization by Customer for Boeing to perform additional work that is not part
of the Correction must be received within 24 hours of Boeing's request. If such
authorization is not received within 24 hours, Customer will be invoiced for
work performed by Boeing that is not part of the Correction.

10.   Insurance.

      The provisions of Article 8.2 "Insurance", of this AGTA, will apply to any
work performed by Boeing in accordance with Customer's specific technical
instructions, to the extent any legal liability of Boeing is based upon the
content of such instructions.



                                        C
                                       2-7
<PAGE>
11.   Disclaimer and Release; Exclusion of Liabilities.

      11.1 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND LIABILITIES
OF BOEING AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C ARE EXCLUSIVE AND IN
SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS
AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT,
MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE
APPLICABLE PURCHASE AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

                  (A)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

                  (B)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                        COURSE OF DEALING OR USAGE OF TRADE;

                  (C)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
                        TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
                        BOEING; AND

                  (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                        LOSS OF OR DAMAGE TO ANY AIRCRAFT.

      11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE
PURCHASE AGREEMENT.

      11.3 Definitions. For the purpose of this Article, "BOEING" or "Boeing" is
defined as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each, and their respective directors, officers, employees and
agents.



                                        C
                                       2-8
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                       PART 3: BOEING SERVICE LIFE POLICY

1.    Definitions.

      SLP COMPONENT - any of the primary structural elements (excluding industry
standard parts) of the landing gear, wing, fuselage, vertical or horizontal
stabilizer listed in the applicable purchase agreement for a specific model of
aircraft that is installed in the aircraft at time of delivery or is purchased
from Boeing by Customer as a spare part. The detailed SLP Component listing will
be in Supplemental Exhibit SLP1 to each Purchase Agreement.

2.    Service Life Policy.

      2.1 SLP Commitment. If a failure or defect is discovered in a SLP
Component within the time periods specified in Article 2.2 below, Boeing will,
at a price calculated pursuant to Article 3 below, Correct the SLP Component.

      2.2 SLP Policy Periods.

            2.2.1 The policy period for SLP Components initially installed on an
aircraft is 12 years after the date of delivery of the aircraft.

            2.2.2 The policy period for SLP Components purchased from Boeing by
Customer as spare parts is 12 years from delivery of such SLP Component or 12
years from the date of delivery of the last aircraft produced by Boeing of a
specific model, whichever first expires.

3.    Price.

      The price that Customer will pay for the Correction of a defective or
failed SLP Component will be calculated pursuant to the following formula:

         P =      CT
                  144

       where:

         P =      price to Customer for the replacement part
         C =      SLP Component sales price at time of Correction
         T =      total age in months of the defective or failed SLP
                  Component from the date of delivery to Customer to
                  the date of discovery of such condition.



                                        C
                                       3-1
<PAGE>
4.    Conditions.

      Boeing's obligations under this Policy are conditioned upon the following:

      4.1 Customer must notify Boeing in writing of the defect or failure within
three months after it is discovered.

      4.2 Customer must provide reasonable evidence that the claimed defect or
failure is covered by this Policy and if requested by Boeing, that such defect
or failure was not the result of (i) a defect or failure in a component not
covered by this Policy, (ii) an extrinsic force, (iii) an inappropriate act or
omission of Customer, or (iv) operation or maintenance contrary to applicable
governmental regulations or Boeing's instructions.

      4.3 If return of a defective or failed SLP Component is practicable and
requested by Boeing, Customer will return such SLP Component to Boeing at
Boeing's expense.

      4.4 Customer's rights and remedies under this Policy are limited to the
receipt of a Correction at prices calculated pursuant to Article 3 above.

5.    Disclaimer and Release; Exclusion of Liabilities.

      This Part 3 and the rights and remedies of Customer and the obligations of
Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL
AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C.



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                                       3-2
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                      PART 4: SUPPLIER WARRANTY COMMITMENT

1.    Supplier Warranties and Supplier Patent and Copyright Indemnities.

      Boeing will use diligent efforts to obtain warranties and indemnities
against patent and copyright infringement enforceable by Customer from Suppliers
of Supplier Products (except for BFE and engines) installed on the aircraft at
the time of delivery that were selected and purchased by Boeing, but not
manufactured to Boeing's detailed design. Boeing will furnish copies of the
warranties and patent and copyright indemnities to Customer contained in
Supplier Product Support and Product Assurance Agreements, prior to the
scheduled delivery month of the first aircraft under the initial purchase
agreement to the AGTA, or from time to time as applicable for the deliveries
thereafter.

2.    Boeing Assistance in Administration of Supplier Warranties.

      Customer will be responsible for submitting warranty claims directly to
Suppliers; however, if Customer experiences problems enforcing any Supplier
warranty obtained by Boeing for Customer, Boeing will conduct an investigation
of the problem and assist Customer in the resolution of those claims.

3.    Boeing Support in Event of Supplier Default.

      3.1 If the Supplier defaults in the performance of a material obligation
under its warranty, and Customer provides evidence to Boeing that a default has
occurred, then Boeing will furnish the equivalent warranty terms as provided by
the defaulting Supplier.

      3.2 In such case, and at Boeing's request, Customer will assign to Boeing,
and Boeing will be subrogated to, its rights against the Supplier provided by
the Supplier warranty.



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                                       4-1
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                       PART 5: BOEING INTERFACE COMMITMENT

1.    Interface Problems.

      An INTERFACE PROBLEM is defined as a technical problem in the operation of
an aircraft or its systems experienced by Customer, the cause of which is not
readily identifiable by Customer but which Customer believes to be attributable
to either the design characteristics of the aircraft or its systems or the
workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface Problem, Boeing will, without additional charge to
Customer, promptly conduct an investigation and analysis to determine the cause
or causes of the Interface Problem. Boeing will promptly advise Customer at the
conclusion of its investigation of Boeing's opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.

2.    Boeing Responsibility.

      If Boeing determines that the Interface Problem is primarily attributable
to the design or installation of any Boeing Product, Boeing will Correct the
design or workmanship to the extent of any then-existing obligations of Boeing
under the provisions of the applicable Boeing Warranty or Boeing Service Life
Policy.

3.    Supplier Responsibility.

      If Boeing determines that the Interface Problem is primarily attributable
to the design of a Supplier Product, Boeing will assist Customer in processing a
warranty claim against the Supplier. If Boeing determines that the Interface
Problem is primarily attributable to Boeing installation of a Supplier Product,
Boeing will Correct the workmanship under the provisions of the applicable
Boeing Warranty or Boeing Service Life Policy.

4.    Joint Responsibility.

      If Boeing determines that the Interface Problem is partially attributable
to the design or installation of a Boeing Product and partially to the design or
installation of a Supplier Product, Boeing will seek a solution to the Interface
Problem through the cooperative efforts of Boeing and the Supplier and will
promptly advise Customer of the resulting corrective actions and
recommendations.



                                        C
                                       5-1
<PAGE>
5.    General.

      Customer will, if requested by Boeing, assign to Boeing any of its rights
against any supplier as Boeing may require to fulfill its obligations hereunder.

6.    Disclaimer and Release; Exclusion of Liabilities.

      This Part 5 and the rights and remedies of Customer and the obligations of
Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this
Exhibit C.



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                                       5-2
<PAGE>
                           PRODUCT ASSURANCE DOCUMENT

                    PART 6: BOEING INDEMNITIES AGAINST PATENT

                           AND COPYRIGHT INFRINGEMENT

1.    Indemnity Against Patent Infringement.

      Boeing will defend and indemnify Customer with respect to all claims,
suits and liabilities arising out of any actual or alleged patent infringement
through Customer's use, lease or resale of any aircraft or any Boeing Product
installed on an aircraft at delivery.

2.    Indemnity Against Copyright Infringement.

      Boeing will defend and indemnify Customer with respect to all claims,
suits and liabilities arising out of any actual or alleged copyright
infringement through Customer's use, lease or resale of any Boeing created
Materials and Aircraft Software installed on an aircraft at delivery.

3.    Exceptions, Limitations and Conditions.

      3.1 Boeing's obligation to indemnify Customer for patent infringement will
extend only to infringements in countries which, at the time of the
infringement, were party to and fully bound by either (a) Article 27 of the
Chicago Convention on International Civil Aviation of December 7, 1944, or (b)
the International Convention for the Protection of Industrial Property (Paris
Convention).

      3.2 Boeing's obligation to indemnify Customer for copyright infringement
is limited to infringements in countries which, at the time of the infringement,
are members of The Berne Union and recognize computer software as a "work" under
The Berne Convention.

      3.3 The indemnities provided under this Part 6 will not apply to any (i)
BFE, (ii) engines, (iii) Supplier Product (iv) Boeing Product used other than
for its intended purpose, or (v) Aircraft Software not created by Boeing.

      3.4 Customer must deliver written notice to Boeing (i) within 10 days
after Customer first receives notice of any suit or other formal action against
Customer and (ii) within 20 days after Customer first receives any other
allegation or written claim of infringement covered by this Part 6.

      3.5 At any time, Boeing will have the right at its option and expense to:
(i) negotiate with any party claiming infringement, (ii) assume or control the
defense of any infringement allegation, claim, suit or formal action, (iii)
intervene in any infringement


                                        C
                                       6-1
<PAGE>
suit or formal action, and/or (iv) attempt to resolve any claim of infringement
by replacing an allegedly infringing Boeing Product or Aircraft Software with a
non-infringing equivalent.

      3.6 Customer will promptly furnish to Boeing all information, records and
assistance within Customer's possession or control which Boeing considers
relevant or material to any alleged infringement covered by this Part 6.

      3.7 Except as required by a final judgment entered against Customer by a
court of competent jurisdiction from which no appeals can be or have been filed,
Customer will obtain Boeing's written approval prior to paying, committing to
pay, assuming any obligation or making any material concession relative to any
infringement covered by these indemnities.

      3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR LOSS
OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES.
THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE
AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL
OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS,
CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR
OTHER INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, AIRCRAFT
SOFTWARE, MATERIALS, TRAINING, SERVICES or other thing provided under this AGTA
and the applicaBLE PURCHASE AGREEMENT.

      3.9 For the purposes of this Part 6, "BOEING or Boeing" is defined as The
Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each
and their respective directors, officers, employees and agents.

                                        C
                                       6-2

<PAGE>
                         PURCHASE AGREEMENT NUMBER 2910

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA

                    Relating to Boeing Model 737-8EH Aircraft


P.A. No. 2910
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            SA
ARTICLES                                                                  NUMBER
--------                                                                  ------
<S>        <C>                                                            <C>
   1.      Quantity, Model and Description

   2.      Delivery Schedule

   3.      Price

   4.      Payment

   5.      Miscellaneous

TABLE

   1.      Aircraft Information Table

EXHIBIT

   A.      Aircraft Configuration

   B.      Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS

   AE1.    Escalation Adjustment/Airframe and Optional Features

   BFE1.   BFE Variables

   CS1.    Customer Support Variables

   EE1.    Engine Escalation/Engine Warranty and Patent Indemnity

   SLP1.   Service Life Policy Components
</TABLE>


P.A. No. 2910                          i
GOT
<PAGE>


<TABLE>
<CAPTION>
                                                                            SA
LETTER AGREEMENTS                                                         NUMBER
-----------------                                                         ------
<S>                  <C>                                                  <C>
   2910-01           Customer Software

   2910-02           Spares - Flight Crew Training Spare Parts Support

   2910-03           Spares - Initial Provisioning

   6-1162-DME-0706   Purchase Right Aircraft

   6-1162-DME-0707   Advance Payment Matters

   6-1162-DME-0708   Technical Matters

   6-1162-DME-0710   Performance Guarantees

   6-1162-DME-0711   Promotional Support

   6-1162-DME-0712   Special Matters

   6-1162-DME-0713   Tailored Weight Program

   6-1162-DME-0714   Demonstration Flight Waiver
</TABLE>


P.A. No. 2910                          ii
GOT
<PAGE>


                           Purchase Agreement No. 2910

                                     between

                               The Boeing Company

                                       and

                            GOL Transportes Aereos SA

                         ------------------------------


            This Purchase Agreement No. 2910 dated as of            2004 between
The Boeing Company (BOEING) and GOL Transportes Aereos SA (CUSTOMER) relating to
the purchase and sale of Model 737-8EH aircraft incorporates the terms and
conditions of the Aircraft General Terms Agreement dated as of            2004
between the parties, identified as AGTA-GOT (AGTA).

Article 1. Quantity, Model and Description.

            The aircraft to be delivered to Customer will be designated as Model
737-8EH aircraft (the AIRCRAFT). Boeing will manufacture and sell to Customer
Aircraft conforming to the configuration described in Exhibit A, which is part
of this Purchase Agreement, in the quantities listed in Table 1 to the Purchase
Agreement.

Article 2. Delivery Schedule.

            In that the scheduled months of delivery of the Aircraft, as listed
in the attached Table 1, which is part of this Purchase Agreement, do not begin
until July of 2007, Boeing and Customer agree that, on or before 17 December
2004, mutually agreed upon changes to the Aircraft delivery schedule will be
accommodated, with the understanding that the total number of Aircraft will not
be reduced and that the last delivery date of any such Aircraft will not be
later than September of 2009, and that any such agreed upon changes to the Table
1 Aircraft delivery schedule will be the subject of a Supplemental Agreement to
this Purchase Agreement to be signed and dated not later than 17 December 2004.
Exhibit B, which is part of this Purchase Agreement,


P.A. No. 2910                          1
GOT
<PAGE>

describes certain responsibilities for both Customer and Boeing in order to
accomplish the delivery of the Aircraft.

Article 3. Price.

            3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in
Table 1 and is subject to escalation dollars.

            3.2 Advance Payment Base Prices. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.

            3.3 Boeing has not yet established the Aircraft Basic Price for
Aircraft scheduled to be delivered after December 31, 2008. The prices listed in
Table 1 for any such Aircraft are only to provide Customer with an estimate of
the applicable Advance Payment Base Prices. Accordingly, the Aircraft Basic
Price for such Aircraft will be the sum of the Airframe Price and Optional
Features Prices first published by Boeing for the same model of aircraft to be
delivered after December 31, 2008.

Article 4. Payment.

            4.1 Boeing acknowledges receipt of a deposit in the amount shown in
Table 1 for each Aircraft (DEPOSIT).

            4.2 The standard advance payment schedule for the Model 737-8EH
aircraft requires Customer to make certain advance payments, expressed in a
percentage of the Advance Payment Base Price of each Aircraft beginning with a
payment of 1%, less the Deposit, on the effective date of the Purchase Agreement
for the Aircraft. Additional advance payments for each Aircraft are due on the
first business day of the months listed in the attached Table 1.

            4.3 For any Aircraft whose scheduled month of delivery is less than
24 months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.

            4.4 Customer will pay the balance of the Aircraft Price of each
Aircraft at delivery.


P.A. No. 2910                         2
GOT
<PAGE>


Article 5. Miscellaneous.

            5.1 Aircraft Information Table. Table 1 consolidates information
contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft,
(ii) applicable Detail Specification, (iii) month and year of scheduled
deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and
(vi) Advance Payment Base Prices and advance payments and their schedules.

            5.2 Escalation Adjustment/Airframe and Optional Features.
Supplemental Exhibit AE1 contains the applicable airframe and optional features
escalation formula.

            5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1
contains vendor selection dates, on dock dates and other variables applicable to
the Aircraft.

            5.4 Customer Support Variables. Information, training, services and
other things furnished by Boeing in support of introduction of the Aircraft into
Customer's fleet are described in Supplemental Exhibit CS1. The level of support
to be provided under Supplemental Exhibit CS1 (the Entitlements) assumes that at
the time of delivery of Customer's first Aircraft under the Purchase Agreement,
Customer has taken possession of a Model 737-800 aircraft whether such Model
737-800 aircraft was purchased, leased or otherwise obtained by Customer from
Boeing or another party. Under no circumstances under the Purchase Agreement or
any other agreement will Boeing provide the Entitlements more than once to
support Customer's operation of Model 737-800 aircraft.

            5.5 Engine Escalation Variables. Supplemental Exhibit EE1 describes
the applicable engine escalation formula and contains the engine warranty and
the engine patent indemnity for the Aircraft.

            5.6 Service Life Policy Component Variables. Supplemental Exhibit
SLP1 lists the airframe and landing gear components covered by the Service Life
Policy for the Aircraft.

            5.7 Public Announcement. Boeing reserves the right to make a public
announcement regarding Customer's purchase of the Aircraft upon approval of
Boeing's press release by Customer's public relations department or other
authorized representative and agreement upon a mutually acceptable date.

            5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND


P.A. No. 2910                          3
GOT
<PAGE>


RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject
of discussion and negotiation and is understood by the parties; and that the
Aircraft Price and other agreements of the parties stated in this Purchase
Agreement were arrived at in consideration of such provisions. This Purchase
Agreement, including the AGTA, contains the entire agreement between the parties
and supersedes all previous proposals, understandings, commitments or
representations whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.

DATED AS OF                         2004
            -----------------------

GOL Transportes Aereos SA                THE BOEING COMPANY


By                                       By
  ------------------------------------     -------------------------------------


Its                                      Its
   -----------------------------------      ------------------------------------


Witness:

--------------------------------------

--------------------------------------


P.A. No. 2910                          4
GOT
<PAGE>


                     TABLE 1 TO PURCHASE AGREEMENT NO. 2910
           AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS


                 (REPLACE THIS SHEET WITH THE RELEVANT PAGE(S)
                      FROM THE PA-2910_DATA.XLS WORKBOOK.)


P.A. No. 2910                                                             Page 1
GOT
<PAGE>
                     TABLE 1 TO PURCHASE AGREEMENT NO. 2910
           AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS


<TABLE>
<S>                              <C>                   <C>           <C>
AIRFRAME MODEL/MTGW:                737-800            155,500
ENGINE MODEL:                    CFM56-7B27/B1
AIRFRAME PRICE:                                                      $56,806,000
OPTIONAL FEATURES:                                                      $562,200
                                                                     -----------
SUB-TOTAL OF AIRFRAME AND FEATURES:                                  $57,368,200
ENGINE PRICE (PER AIRCRAFT):                                                  $0
AIRCRAFT BASIC PRICE (EXCLUDING BFE/SPE):                            $57,368,200
                                                                     ===========
BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE:                             $1,250,000
SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE:                                    $0

REFUNDABLE DEPOSIT PER AIRCRAFT AT PROPOSAL ACCEPTANCE:                  $85,000
</TABLE>

DETAIL SPECIFICATION:           D019A001-F (8/29/2003)
AIRFRAME PRICE BASE YEAR:       Jul-03

<TABLE>
<S>                                                    <C>
AIRFRAME ESCALATION DATA:
BASE YEAR INDEX (ECI):                                 165.00
BASE YEAR INDEX (ICI):                                 136.80
</TABLE>


<TABLE>
<CAPTION>
                                                                                        ADVANCE PAYMENT PER AIRCRAFT
                                                                                     (AMTS. DUE/MOS. PRIOR TO DELIVERY):
                     ESCALATION                          ESCALATION ESTIMATE  ------------------------------------------------------
DELIVERY  NUMBER OF    FACTOR                             ADV PAYMENT BASE    AT SIGNING   24 MOS.    21/18/12/9/6 MOS.     TOTAL
  DATE     AIRCRAFT  (AIRFRAME)                             PRICE PER A/P         1%          4%             5%              30%
--------  ---------  ----------  -----------  ---------  -------------------  ----------  ----------  -----------------  -----------
<S>       <C>        <C>         <C>          <C>        <C>                  <C>         <C>         <C>                <C>
Jul-2007      1        1.1297                                $64,809,000       $563,090   $2,592,360     $3,240,450      $19,442,700
Oct-2007      1        1.1409                                $65,451,000       $569,510   $2,618,040     $3,272,550      $19,635,300
Nov-2007      2        1.1447                                $65,669,000       $571,690   $2,626,760     $3,283,450      $19,700,700
Dec-2007      2        1.1477                                $65,841,000       $573,410   $2,633,640     $3,292,050      $19,752,300
Jan-2008      2        1.151                                 $66,031,000       $575,310   $2,641,240     $3,301,550      $19,809,300
Apr-2008      1        1.1598                                $66,536,000       $580,360   $2,661,440     $3,326,800      $19,960,800
Aug-2008      1        1.1732                                $67,304,000       $588,040   $2,692,160     $3,365,200      $20,191,200
Oct-2008      1        1.182                                 $67,809,000       $593,090   $2,712,360     $3,390,450      $20,342,700
Feb-2009      2        1.1958                                $68,601,000       $601,010   $2,744,040     $3,430,050      $20,580,300
Aug-2009      1        1.2157                                $69,743,000       $612,430   $2,789,720     $3,487,150      $20,922,900
Sep-2009      1        1.2198                                $69,978,000       $614,780   $2,799,120     $3,498,900      $20,993,400
</TABLE>


P.A. No. 2910                                                             Page 1
26521-1F.TXT
<PAGE>
                             AIRCRAFT CONFIGURATION

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA


                   Exhibit A to Purchase Agreement Number 2910


P.A. No. 2910                          A
<PAGE>


                             AIRCRAFT CONFIGURATION


                            Dated _____________ 2004


                                   relating to


                          BOEING MODEL 737-8EH AIRCRAFT



      The Detail Specification is D019A001GOT38P-1, dated _____ TBD_________
2004, approximately 90 days after completion of Exhibit A and signature to
Definitive Purchase Agreement No. 2910. Such Detail Specification will be
comprised of Boeing Configuration Specification D019A001, dated 29 August 2003
as amended to incorporate the Options listed below, including the effects on
Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options
are set forth in Boeing Document D019ACR1GOT38P-1. As soon as practicable,
Boeing will furnish to Buyer copies of the Detail Specification, which copies
will reflect such Options. The Aircraft Basic Price reflects and includes all
effects of such Options, except such Aircraft Basic Price does not include the
price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

NOTE: THE ATTACHED LISTING OF OPTIONAL FEATURES IS THE MOST ACCURATE ESTIMATE
AVAILABLE AT THIS TIME AND IS TO BE REVISED BY SUPPLEMENTAL AGREEMENT IN THE
NEAR FUTURE, AFTER SIGNING OF THIS DEFINITIVE AGREEMENT, TO REFLECT CUSTOMER'S
FINAL DECISIONS REGARDING THE AIRCRAFT CONFIGURATION SPECIAL FEATURES.


P.A. No. 2910                         A-1
<PAGE>


Exhibit A to
Purchase Agreement No. 2910                                               Page 2


<TABLE>
<CAPTION>
                                                                                                                  July 2003 STE
                                                                                                                      Price
    CR                                               Title                                                           Per A/C
    --                                               -----                                                           -------
<S>            <C>                                                                                                <C>
0110-000029    MINOR MODEL 737-800 PASSENGER AIRPLANE                                                                   IB
0110-000030    MAJOR MODEL 737 AIRPLANE                                                                                 IB
0170A213B33    FLIGHT DECK - 2 OBSERVERS                                                                             $29,800
0170A244C58    SERVICING FEATURES - BASIC                                                                            -$2,900
0170A541A17    AIRFRAME - 737-800                                                                                       IB
0170A541A20    CERTIFICATION - FAA                                                                                      IB
0170A935A26    COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF                                           $143,900
0170B401A73    CLIMATE - NORMAL WEATHER OPERATIONS                                                                   -$2,900
0170B873A78    FORWARD COMPLEX - MINIMUM GALLEY CAPACITY                                                             $233,700
0170B873A82    AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS                                          $367,700
0170C204A96    CARGO - HEAVY DUTY - FORWARD                                                                          -$2,900
0170C204A99    CARGO - HEAVY DUTY- AFT                                                                               -$2,900
0224-000036    EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)                                                          $6,000
0228A229A17    BRAZILIAN CTA SUPPLEMENT TO THE FAA APPROVED AIRPLANE FLIGHT MANUAL                                    $2,100
0252A541A02    ENGLISH UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS - CELSIUS          NC
               TEMPERATURE
0252A541A03    METRIC UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS                     NC
0254-000003    USPHS CERTIFICATE OF SANITARY CONSTRUCTION                                                               NC
0315B393A35    CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737-800                                              NC
0351B523A03    TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS                          $13,500
0360C028D96    MISCELLANEOUS WEIGHT COLLECTOR - GOT 737-800                                                             NC
1110B637K75    EXTERIOR COLOR SCHEME AND MARKINGS - GOT - 737-800                                                       NC
1130A079K40    LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS  -  KILOGRAMS PER SQUARE METER - BILINGUAL                 NC
               (PORTUGUESE/ENGLISH)
1130B637K93    INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS (PORTUGUESE/ENGLISH)                                NC
2130-000010    600 FPM CABIN PRESSURE ASCENT RATE                                                                       NC
2130-000012    350 FPM CABIN PRESSURE DESCENT RATE                                                                      NC
2160-000024    CABIN TEMPERATURE INDICATION  -  DEGREES CELSIUS                                                         NC
2170-000021    OZONE CONTROL -  SPACE PROVISIONS FOR CATALYTIC CONVERTERS                                               NC
2210-000003    AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE                                      NC
2210-000121    AUTOFLIGHT  -  ACTIVATION OF CONTROL WHEEL STEERING REVERSION IN APPROACH MODE                           NC
2210-000123    AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL                                                    NC
2210-000128    AUTOFLIGHT - CONTROL WHEEL STEERING WARNING                                                              NC
2210-000130    AUTOFLIGHT  -  AIRSPEED DEVIATION WARNING                                                                NC
2210-000142    AUTOFLIGHT  -  ALTITUDE ALERT  -  300/900 FEET                                                           NC
2210-000220    AUTOFLIGHT - MODE CONTROL PANEL WITHOUT SPEED AND ALTITUDE INTERVENTION                                  NC
2230-000137    AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE                                          NC
</TABLE>


P.A. No. 2910                         A-2
<PAGE>


Exhibit A to
Purchase Agreement No. 2910                                               Page 3


<TABLE>
<CAPTION>
                                                                                                                  July 2003 STE
                                                                                                                      Price
    CR                                               Title                                                           Per A/C
    --                                               -----                                                           -------
<S>            <C>                                                                                                <C>
2310B401A33    COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND          NC
               THREE VHF SYSTEMS (8.33 KHZ CAPABLE) -  P/N  G7404-124 - BFE/SPE
2311A589A25    HF COMMUNICATIONS - INSTALLATION OF DUAL ROCKWELL HF TRANSCEIVERS - P/N 822-0330-001 AND                 NC
               DIGITAL HF COUPLERS - P/N 822-0987-003 - BFE/SPE
2312A637C67    VHF COMMUNICATIONS - TRIPLE ROCKWELL ARINC 716/750 VHF-900B FM IMMUNE TRANSCEIVERS WITH 8.33             NC
               KHZ CHANNEL SPACING AND CMC INTERFACE CAPABILITY - P/N 822-1047-003 - BFE/SPE
2312B401A06    VHF COMMUNICATIONS - COMPLETE PROVISIONS FOR THIRD (CENTER) VHF TRANSCEIVER                             $800
2321B401A04    SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C  - BFE/SPE                                         NC
2324A218A52    EMERGENCY LOCATOR TRANSMITTER (ELT) - ARTEX 3-FREQUENCY AUTOMATIC - FIXED, P/N 453-5004 -             $21,000
               BFE/SPE
2331B754B15    PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - ROCKWELL COLLINS AMPLIFIER - BFE/SPE                         NC
2331B754B17    PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK - BFE/SPE                       $4,300
2331B754B21    PRAM/BMM SYSTEM - MATSUSHITA - 80MB - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED -               NC
               BFE/SPE
2350C174A16    AUDIO CONTROL PANEL INSTALLATION - 3VHF/2HF - AVTECH CORPORATION                                          NC
2351-000034    HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE -
               P/N 903-1341 - BFE/SPE                                                                                    NC
2351-000036    HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE                             NC
2351A213B77    BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 -                 NC
               BFE/SPE
2351A213B80    HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                             NC
2351A213B81    HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                            NC
2371-000009    NO MONITOR JACK IN THE WHEEL WELL                                                                        NC
2371-000053    SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- 2              NC
               HOUR RECORDING TIME - P/N 980-6022-001 & P/N 980-6116-001 - BFE/SPE
2433-000008    STANDBY BUS  -  CONNECTION OF AIR TRAFFIC CONTROL (ATC) NO. 1                                            NC
2433-000042    STANDBY POWER - 30-MINUTE CAPABILITY - SINGLE 48 AMP HOUR BATTERY                                     $42,400
2433-000093    STANDBY BUS - LOADS ADDITION - FMCS, CDS & DME                                                           NC
2513-000433    CUPHOLDER - INSTALLATION - FIRST OFFICER'S SIDEWALL WITHOUT PRINTER OR AUDIO SELECTOR PANEL              NC
2520B637K80    INTERIOR COLOR AND MATERIAL - STANDARD OFFERING - GOL                                                    NC
2523B637K79    PASSENGER SERVICE UNITS - 189 PAX                                                                     $188,200
2524B637K92    FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES                                      $500
2525B637K97    ECONOMY CLASS SEATS -  737-800  -  189 PAX                                                               NC
2527C006A05    FLOOR COVERING - CARPET, SERGED EDGES                                                                    NC
2528B637K98    OVERHEAD STOWAGE BINS                                                                                   $600
2528B637K99    LITERATURE POCKETS                                                                                     $2,400
2530B637L04    GALLEY PART NUMBERS - BFE                                                                                NC
2530B637L05    GALLEY INSERT PART NUMBERS - G1 AND G4B GALLEY - BFE                                                     NC
2540B637L00    LA LAVATORY SELECTABLES                                                                                $1,700
</TABLE>


P.A. No. 2910                         A-3
<PAGE>


Exhibit A to
Purchase Agreement No. 2910                                               Page 4


<TABLE>
<CAPTION>
                                                                                                                  July 2003 STE
                                                                                                                      Price
    CR                                               Title                                                           Per A/C
    --                                               -----                                                           -------
<S>            <C>                                                                                                <C>
2540B637L01    LD LAVATORY SELECTABLES                                                                                  NC
2540B637L02    LE LAVATORY SELECTABLES                                                                                  NC
2560-000178    PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - BFE/SPE                                 $600
2562B637K73    OVERWATER EMERGENCY EQUIPMENT - GOT                                                                      NC
2564B637K74    DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT                                                $15,700
2622-000047    APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES                                                       NC
2841-000004    STANDARD FUEL SYSTEM ACCURACY  - NO FUEL DENSITOMETERS                                                   NC
2844-000004    FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION TABLES IN KILOGRAMS                                NC
2911-000041    ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - ABEX (10-62167)                                       NC
2911-000043    AC MOTOR-DRIVEN HYDRAULIC PUMPS  -  ABEX (10-60556)                                                      NC
3131-000143    ACCELEROMETER  -  Honeywell  P/N 971-4193-001  -  BFE/SPE                                                NC
3131-000187    DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N               NC
               980-4700-042 BFE/SPE
3131A218A64    DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA            NC
               INTERFACE - SFIM - P/N ED47B109 -BFE/SPE
3132C174A01    AIRBORNE DATA LOADER/RECORDER - ARINC 615 - HONEYWELL - 964-0401-017 - BFE/SPE                           NC
3162-000006    CDS DISPLAY - EFIS/MAP DISPLAY FORMAT - SIDE BY SIDE ENGINE PRESENTATION                                 NC
3162-000022    FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI                                                       NC
3162-000028    RADIO ALTITUDE - BELOW ADI                                                                               NC
3162-000030    RISING RUNWAY - DISPLAYED ON THE ADI                                                                     NC
3162-000032    RADIO ALTITUDE HEIGHT ALERT DISPLAY - 1000 FEET - ADI                                                    NC
3162-000042    TCAS RESOLUTION ADVISORY - ADI                                                                           NC
3162-000044    TCAS RESOLUTION ADVISORY - VSI                                                                           NC
3162-000046    SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI                                                        NC
3162-000047    LOCALIZER BACKCOURSE POLARITY - REVERSAL - ADI                                                           NC
3162-000050    ILS FAILURE FLAGS - DISPLAYED FOR NCD                                                                    NC
3162-000051    ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE                               NC
3162-000059    MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY                                                     NC
3162-000064    RANGE ARCS - NAVIGATION DISPLAY                                                                          NC
3162-000079    MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY                                  NC
3162-000081    ADF POINTER(S) - NAVIGATION DISPLAY                                                                      NC
3162-000084    TCAS 3 NM RANGE RING - NAVIGATION DISPLAY                                                                NC
3162-000085    FMC AND ADIRU POSITION DIFFERENCE - DIFFERENCE EXCEEDANCE DISPLAYED                                      NC
3162-000288    APPROACH MINIMUMS - RADIO AND BARO BASED                                                                 NC
3244-000008    SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL                                                      NC
3245-000048    BRAKES - STEEL - HIGH CAPACITY - ALLIEDSIGNAL                                                            NC
3245-000093    WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - ALLIEDSIGNAL - INSTALLATION            NC
               WITH SFE 28 PR, 225 MPH TIRES
3245-000097    WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 12 PR, 225          NC
               MPH RADIAL TIRES
3321-000001    PASSENGER CABIN LIGHTING  -  SINGLE-ZONE CONTROL                                                         NC
3324-000017    NO SMOKING SIGN - PERMANENT ILLUMINATION                                                                 NC
</TABLE>


P.A. No. 2910                         A-4
<PAGE>


Exhibit A to
Purchase Agreement No. 2910                                               Page 5


<TABLE>
<CAPTION>
                                                                                                                  July 2003 STE
                                                                                                                      Price
    CR                                               Title                                                           Per A/C
    --                                               -----                                                           -------
<S>            <C>                                                                                                <C>
3342-000035    NOSE GEAR TAXI LIGHT  -  250-WATT                                                                        NC
3350A164A15    EMERGENCY ESCAPE PATH LIGHTING - SEAT/MONUMENT MOUNTED - SFE                                             NC
3350A704A19    EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT                                     $18,400
3412-000022    DUAL ELEMENT NON-ASPIRATED TAT PROBE                                                                     NC
3414-000035    STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK                                                       NC
3423-000023    STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE                                                     NC
3430-000112    ILS/GPS MULTI-MODE RECEIVER(MMR) - ALLIEDSIGNAL - P/N 066-50029-1101 - BFE/SPE                           NC
3431A065B03    VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE                                  NC
3433A732A13    RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 066-50007-0111 -             NC
               BFE/SPE
3443A065B13    SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL              NC
               COLLINS TRANSCEIVER P/N 822-1710-001 - BFE/SPE
3443B691B64    SINGLE WXR-2100 MULTISCAN WEATHER RADAR SYSTEM CONTROL PANEL - ROCKWELL COLLINS P/N                   $11,900
               622-5129-802 - BFE
3445B866A10    TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 940-0300-001 - TCAS CHANGE 7                 NC
               COMPLIANT - BFE/SPE
3446-000045    STANDARD VOLUME FOR ALTITUDE CALLOUTS                                                                    NC
3446-000050    500 SMART CALLOUT                                                                                        NC
3446-000085    GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50,             NC
               40, 30, 20, 10, APPROACHING MINIMUMS, MINIMUMS
3451-000023    VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 066-50012-0101 - BFE/SPE                                   NC
3453B866A17    ATC SYSTEM - HONEYWELL INTERNATIONAL INC  ATC TRANSPONDER P/N 066-01127-1602 - ELS/EHS/ES AND            NC
               TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONAL INC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE
3455-000020    DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 066-50013-0101 - BFE/SPE              NC
3457A065A61    AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM                                                               NC
3457A065A62    AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER  P/N              NC
               066-50014-0101; ADF ANTENNA  P/N 2041683-7507 - BFE/SPE
3457A065A65    SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE                                NC
3461-000127    FMCS - BUILT-IN TEST EQUIPMENT PRINTER RECEPTACLES                                                       NC
3461A425A10    FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED                       NC
3461B692B52    FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FMC (SINGLE) WITH CAPTAIN'S CDU AND FIRST OFFICER'S        $15,300
               MCDU - INSTALLATION - SFE
3511-000011    NO REMOTE CREW OXYGEN FILL STATION                                                                       NC
3511B873B95    CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER -           $6,700
               EROS - BFE/SPE
3511B899B49    CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - FIRST OBSERVER - EROS - BFE/SPE                  NC
3511B899B50    CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - SECOND OBSERVER - EROS/SCOTT AVIATION -          NC
               BFE/SPE
3520-000254    CHEMICAL OXYGEN GENERATORS - PASSENGER OXYGEN SYSTEM - 22 MINUTES CAPABILITY                          $37,800
3811-000019    POTABLE WATER  -  SERVICEABLE TO 60 GALLONS                                                            $1,700
</TABLE>


P.A. No. 2910                         A-5
<PAGE>


Exhibit A to
Purchase Agreement No. 2910                                               Page 6


<TABLE>
<CAPTION>
                                                                                                                  July 2003 STE
                                                                                                                      Price
    CR                                               Title                                                           Per A/C
    --                                               -----                                                           -------
<S>            <C>                                                                                                <C>
3832-000032    VACUUM WASTE SYSTEM  -  MONOGRAM TOILET ASSEMBLIES                                                       NC
3910C028D97    AFT ELECTRONICS PANEL ARRANGEMENT - GOT                                                                  NC
5200-000036    HOLD-OPEN LOCK (DOWN-TO-RELEASE)  -  ENTRY AND SERVICE DOORS                                             NC
5231A561C54    CARGO DOOR - SOLID SKIN                                                                                  NC
5300-000027    UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY                                                           NC
7200-000224    SINGLE ANNULAR COMBUSTOR - CFM56-7 ENGINES                                                               NC
7200A251A03    CFM56-7 ENGINES - 7B27/B1 FULL RATING                                                                 SIDE LTR
7900-000116    LUBRICATING OIL - MOBIL JET II                                                                           NC
MISC           INTERIOR ALLOWANCE                                                                                   -$845,300
TBD            TWO POSITION TAIL SKID - 737-800                                                                      $252,400
                                                                                                                    ----------
OPTIONS: 144                                                                                            TOTALS:      $562,200
</TABLE>


P.A. No. 2910                         A-6


<PAGE>
               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA

                   Exhibit B to Purchase Agreement Number 2910


                                 P.A. No. 2910                                 B
<PAGE>

               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                   relating to

                          BOEING MODEL 737-8EH AIRCRAFT

Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.

      1. GOVERNMENT DOCUMENTATION REQUIREMENTS.

Certain actions are required to be taken by Customer in advance of the scheduled
delivery month of each Aircraft with respect to obtaining certain government
issued documentation.

            1.1 Airworthiness and Registration Documents.

                  Not later than 6 MONTHS PRIOR TO DELIVERY of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 MONTHS PRIOR TO DELIVERY of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.

Customer is responsible for furnishing any Temporary or Permanent Registration
Certificates required by any governmental authority having jurisdiction to be
displayed aboard the Aircraft after delivery.

            1.2 Certificate of Sanitary Construction.

                  1.2.1 U.S. Registered Aircraft. Boeing will obtain from the
United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer.

                  1.2.2 Non-U.S. Registered Aircraft. If Customer requires a
United States Certificate of Sanitary Construction at the time of delivery of
the Aircraft, Customer will give written notice thereof to Boeing at least 3
MONTHS PRIOR TO DELIVERY. Boeing will then obtain the Certificate from the
United States Public Health Service and present it to Customer at the time of
Aircraft delivery.


                                 P.A. No. 2910                               B-1
<PAGE>

            1.3 Customs Documentation.

                  1.3.1 Import Documentation. If the Aircraft is intended to be
exported from the United States, Customer must notify Boeing not later than 3
MONTHS PRIOR TO DELIVERY of each Aircraft of any documentation required by the
customs authorities or by any other agency of the country of import.

                  1.3.2 General Declaration - U.S. If the Aircraft is intended
to be exported from the United States, Boeing will prepare Customs Form 7507,
General Declaration, for execution by U.S. Customs immediately prior to the
ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing
not later than 20 DAYS PRIOR TO DELIVERY all information required by U.S.
Customs or U.S. Immigration and Naturalization Service, including without
limitation (i) a complete crew and passenger list identifying the names, birth
dates, passport numbers and passport expiration dates of all crew and passengers
and (ii) a complete ferry flight itinerary, including point of exit from the
United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S.
airport after clearing Customs at delivery, Customer must notify Boeing not
later than 20 DAYS PRIOR TO DELIVERY of such intention. If Boeing receives such
notification, Boeing will provide to Customer the documents constituting a
Customs permit to proceed, allowing such Aircraft to depart after any such
landing. Sufficient copies of completed Form 7507, along with passenger
manifest, will be furnished to Customer to cover U.S. stops scheduled for the
ferry flight.

                  1.3.3 Export Declaration - U.S. If the Aircraft is intended to
be exported from the United States, Boeing will prepare Form 7525V and,
IMMEDIATELY PRIOR TO THE FERRY FLIGHT, will submit such Form to U.S. Customs in
Seattle in order to obtain clearance for the departure of the Aircraft,
including any cargo, from the United States. U.S. Customs will deliver the
Export Declaration to the U.S. Department of Commerce after export.

            2. INSURANCE CERTIFICATES.

                  Unless provided earlier, Customer will provide to Boeing not
later than 30 DAYS PRIOR TO DELIVERY of the first Aircraft, a copy of the
requisite annual insurance certificate in accordance with the requirements of
Article 8 of the AGTA.


                                 P.A. No. 2910                               B-2
<PAGE>


            3. NOTICE OF FLYAWAY CONFIGURATION.

                  Not later than 20 DAYS PRIOR TO DELIVERY of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
"flyaway configuration" of the Aircraft for its ferry flight. This configuration
letter should include:

                  (i) the name of the company which is to furnish fuel for the
            ferry flight and any scheduled post-delivery flight training, the
            method of payment for such fuel, and fuel load for the ferry flight;

                  (ii) the cargo to be loaded and where it is to be stowed on
            board the Aircraft, the address where cargo is to be shipped after
            flyaway and notification of any hazardous materials requiring
            special handling;

                  (iii) any BFE equipment to be removed prior to flyaway and
            returned to Boeing BFE stores for installation on Customer's
            subsequent Aircraft;

                  (iv) a complete list of names and citizenship of each crew
            member and non-revenue passenger who will be aboard the ferry
            flight; and

                  (v) a complete ferry flight itinerary.

            4. DELIVERY ACTIONS BY BOEING.

                  4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if
required, U.S. Customs Bureau inspections will be scheduled by Boeing for
completion prior to delivery or departure of the Aircraft. Customer will be
informed of such schedules.

                  4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft.

                  4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.


                                 P.A. No. 2910                               B-3
<PAGE>


                  4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, the amount of fuel shown in U.S. gallons in the table below for
the model of Aircraft being delivered and full capacity of engine oil at the
time of delivery or prior to the ferry flight of the Aircraft.

<TABLE>
<CAPTION>
AIRCRAFT MODEL                                         FUEL PROVIDED
--------------                                         -------------
<S>                                                    <C>
     737                                                   1,000
     747                                                   4,000
     757                                                   1,600
     767                                                   2,000
     777                                                   3,000
</TABLE>

                  4.5 Flight Crew and Passenger Consumables. Boeing will
provide, at no charge to Customer, reasonable quantities of food, coat hangers,
towels, toilet tissue, drinking cups and soap for the first segment of the ferry
flight for the Aircraft.

                  4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft certain delivery papers,
documents and data for execution and delivery. If title for the Aircraft will be
transferred to Customer through a Boeing sales subsidiary and if the Aircraft
will be registered with the FAA, Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of
title to the Aircraft from Boeing's sales subsidiary to Customer.

                  4.7 Delegation of Authority. If specifically requested in
advance by Customer, Boeing will present a certified copy of a Resolution of
Boeing's Board of Directors, designating and authorizing certain persons to act
on its behalf in connection with delivery of the Aircraft.

            5. DELIVERY ACTIONS BY CUSTOMER.

                  5.1 Aircraft Radio Station License. At delivery Customer will
provide its Aircraft Radio Station License to be placed on board the Aircraft
following delivery.

                  5.2. Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.

                  5.3 Delegation of Authority. Customer will present to Boeing
at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.


                                 P.A. No. 2910                               B-4


<PAGE>
                              ESCALATION ADJUSTMENT

                         AIRFRAME AND OPTIONAL FEATURES

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA

           Supplemental Exhibit AE1 to Purchase Agreement Number 2910



             (For Model 717-200, 737-600, 737-700, 737-800, 737-900,
             777-200LR and 777-300ER the Airframe Price Includes the
                    Engine Price at its basic thrust level.)


P.A. No. 2910                        AE1 - 1
<PAGE>


                              ESCALATION ADJUSTMENT

                         AIRFRAME AND OPTIONAL FEATURES

1.    Formula.

      Airframe and Optional Features price adjustments (Airframe Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing of this Purchase Agreement and to adjust the amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment will be determined at the time of Aircraft delivery in accordance
with the following formula:

      P(a) = (P+B)(L + M) - P

      Where:

          P(a)=   Airframe Price Adjustment. (For Models 717-200, 737-600,
                  737-700, 737-800, 737-900, 777-200X and 777-300X the Airframe
                  Price includes the Engine Price at its basic thrust level.)

            L =   .65 x (ECI
                        -----
                        ECI(b)        where ECI(b) is the base year index (as
                                      set forth in Table 1 of this Purchase
                                      Agreement)

            M =  .35 x (ICI
                       ----
                       ICI(b)         where ICI(b) is the base year index (as
                                      set forth in Table 1 of this Purchase
                                      Agreement)

            P =  Airframe Price plus Optional Features Price (as set forth in
                 Table 1 of this Purchase Agreement).


P.A. No. 2910                        AE1 - 1
<PAGE>


            B =  0.005 x (N/12) x (P)    where N is the number of calendar
                                         months which have elapsed from the
                                         Airframe Price Base Year and Month up
                                         to and including the month of delivery,
                                         both as shown in Table 1 of the
                                         Purchase Agreement.  The entire
                                         calculation of 0.005 X (N/12) will be
                                         rounded to 4 places, and the final
                                         value of B will be rounded to the
                                         nearest dollar.

            ECI is a value determined using the U.S. Department of Labor, Bureau
            of Labor Statistics "Employment Cost Index for workers in aircraft
            manufacturing - Wages and Salaries" (ECI code 3721), calculated by
            establishing a three-month arithmetic average value (expressed as a
            decimal and rounded to the nearest tenth) using the values for the
            fifth, sixth and seventh months prior to the month of scheduled
            delivery of the applicable Aircraft. As the Employment Cost Index
            values are only released on a quarterly basis, the value released
            for the month of March will be used for the months of January and
            February; the value for June used for April and May; the value for
            September used for July and August; and the value for December used
            for October and November.

            ICI is a value determined using the U.S. Department of Labor, Bureau
            of Labor Statistics "Producer Prices and Price Index - Industrial
            Commodities Index ", calculated as a 3-month arithmetic average of
            the released monthly values (expressed as a decimal and rounded to
            the nearest tenth) using the values for the 5th, 6th and 7th months
            prior to the month of scheduled delivery of the applicable Aircraft.

            As an example, for an Aircraft scheduled to be delivered in the
            month of January, the months June, July and August of the preceding
            year will be utilized in determining the value of ECI and ICI.

Note:  i.   In determining the values of L and M, all calculations and resulting
            values will be expressed as a decimal rounded to the nearest
            ten-thousandth.

       ii.  .65 is the numeric ratio attributed to labor in the Airframe Price
            Adjustment formula.

       iii. .35 is the numeric ratio attributed to materials in the Airframe
            Price Adjustment formula.

       iv.  The denominators (base year indices) are the actual average values
            reported by the U.S. Department of Labor, Bureau of Labor Statistics
            (base


P.A. No. 2910                        AE1 - 2
<PAGE>

            year June 1989 = 100). The applicable base year and corresponding
            denominator is provided by Boeing in Table 1 of this Purchase
            Agreement.

       v.   The final value of P(a) will be rounded to the nearest dollar.

       vi.  The Airframe Price Adjustment will not be made if it will result in
            a decrease in the Aircraft Basic Price.

2.    Values to be Utilized in the Event of Unavailability.

      2.1 If the Bureau of Labor Statistics substantially revises the
methodology used for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other corrections of
previously released values), or for any reason has not released values needed to
determine the applicable Airframe Price Adjustment, the parties will, prior to
the delivery of any such Aircraft, select a substitute from other Bureau of
Labor Statistics data or similar data reported by non-governmental
organizations. Such substitute will result in the same adjustment, insofar as
possible, as would have been calculated utilizing the original values adjusted
for fluctuation during the applicable time period. However, if within 12 months
after delivery of the Aircraft, the Bureau of Labor Statistics should resume
releasing values for the months needed to determine the Airframe Price
Adjustment, such values will be used to determine any increase or decrease in
the Airframe Price Adjustment for the Aircraft from that determined at the time
of delivery of the Aircraft.

      2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery
month of an Aircraft the Bureau of Labor Statistics changes the base year for
determination of the ECI and ICI values as defined above, such re-based values
will be incorporated in the Airframe Price Adjustment calculation.

      2.3 In the event escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, the
parties agree, to the extent they may lawfully do so, to equitably adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring since February of
the price base year shown in the Purchase Agreement which is consistent with the
applicable provisions of paragraph 1 of this Supplemental Exhibit AE1.

      2.4 If within 12 months of Aircraft delivery, the published index values
are revised due to an acknowledged error by the Bureau of Labor Statistics, the
Airframe Price Adjustment will be re-calculated using the revised index values
(this does not include those values noted as preliminary by the Bureau of Labor
Statistics). A credit memorandum or supplemental invoice will be issued for the
Airframe Price Adjustment difference. Interest charges will not apply for the
period of original invoice to issuance of credit memorandum or supplemental
invoice.


P.A. No. 2910                        AE1 - 3
<PAGE>

Note:  i.   The values released by the Bureau of Labor Statistics and available
            to Boeing 30 days prior to the first day of the scheduled delivery
            month of an Aircraft will be used to determine the ECI and ICI
            values for the applicable months (including those noted as
            preliminary by the Bureau of Labor Statistics) to calculate the
            Airframe Price Adjustment for the Aircraft invoice at the time of
            delivery. The values will be considered final and no Airframe Price
            Adjustments will be made after Aircraft delivery for any subsequent
            changes in published Index values, subject always to paragraph 2.4
            above.

       ii.  The maximum number of digits to the right of the decimal after
            rounding utilized in any part of the Airframe Price Adjustment
            equation will be 4, where rounding of the fourth digit will be
            increased to the next highest digit when the 5th digit is equal to 5
            or greater.


P.A. No. 2910                        AE1 - 4

<PAGE>
                       BUYER FURNISHED EQUIPMENT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA


           Supplemental Exhibit BFE1 to Purchase Agreement Number 2910




P.A. No. 2910                         BFE1
<PAGE>
                       BUYER FURNISHED EQUIPMENT VARIABLES


                                   relating to


                          BOEING MODEL 737-8EH AIRCRAFT



This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates
and other variables applicable to the Aircraft.

1.    Supplier Selection.

      Customer will:

      1.1 Select and notify Boeing of the suppliers and part numbers of the
following BFE items by the following dates:

             Galley System                           July 19, 2006
                                                     ----------------

             Galley Inserts                          July 19, 2006
                                                     ----------------

             Seats (passenger)                       July 19, 2006
                                                     ----------------

             Cabin Systems Equipment                 July 19, 2006
                                                     ----------------

             Miscellaneous Emergency Equipment       July 19, 2006
                                                     ----------------

             Cargo Handling Systems                  November 6, 2006
                                                     ----------------


P.A. No. 2910                            BFE1-1
<PAGE>
2.    On-dock Dates

On or about 17 December 2004, Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
below:

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            JULY 2007

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       5/19/07

Galleys/Furnishings                         5/12/07

Miscellaneous Emergency Equipment           5/12/07

Electronics                                 3/19/07

Textiles/Raw Material                       2/8/07

Cargo Systems                               5/4/07

Provision Kits                              1/4/07

Radomes                                     4/12/07
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            OCTOBER 2007

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       8/27/07

Galleys/Furnishings                         8/20/07

Miscellaneous Emergency Equipment           8/20/07

Electronics                                 6/27/07

Textiles/Raw Material                       5/10/07

Cargo Systems                               8/6/07

Provision Kits                              4/6/07

Radomes                                     7/20/07
</TABLE>


P.A. No. 2910                            BFE1-2
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            NOVEMBER 2007 (1)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       9/21/07

Galleys/Furnishings                         9/14/07

Miscellaneous Emergency Equipment           9/14/07

Electronics                                 7/21/07

Textiles/Raw Material                       6/11/07

Cargo Systems                               8/31/07

Provision Kits                              4/30/07

Radomes                                     8/14/07
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            NOVEMBER 2007 (2)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       9/23/07

Galleys/Furnishings                         9/16/07

Miscellaneous Emergency Equipment           9/16/07

Electronics                                 7/23/07

Textiles/Raw Material                       6/12/07

Cargo Systems                               9/4/07

Provision Kits                              5/4/07

Radomes                                     8/16/07
</TABLE>


P.A. No. 2910                            BFE1-3
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            DECEMBER 2007 (1)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       10/21/07

Galleys/Furnishings                         10/14/07

Miscellaneous Emergency Equipment           10/14/07

Electronics                                 8/21/07

Textiles/Raw Material                       7/11/07

Cargo Systems                               10/1/07

Provision Kits                              6/1/07

Radomes                                     9/14/07
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            DECEMBER 2007 (2)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       10/24/07

Galleys/Furnishings                         10/17/07

Miscellaneous Emergency Equipment           10/17/07

Electronics                                 8/24/07

Textiles/Raw Material                       7/12/07

Cargo Systems                               10/3/07

Provision Kits                              6/3/07

Radomes                                     9/17/07
</TABLE>


P.A. No. 2910                            BFE1-4
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            JANUARY 2008 (1)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       11/18/07

Galleys/Furnishings                         11/11/07

Miscellaneous Emergency Equipment           11/11/07

Electronics                                 9/18/07

Textiles/Raw Material                       8/8/07

Cargo Systems                               10/28/07

Provision Kits                              6/28/07

Radomes                                     10/11/07
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            JANUARY 2008 (2)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       11/21/07

Galleys/Furnishings                         11/14/07

Miscellaneous Emergency Equipment           11/14/07

Electronics                                 9/21/07

Textiles/Raw Material                       8/9/07

Cargo Systems                               10/29/07

Provision Kits                              6/29/07

Radomes                                     10/14/07
</TABLE>


P.A. No. 2910                            BFE1-5
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            APRIL 2008

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       2/17/08

Galleys/Furnishings                         2/10/08

Miscellaneous Emergency Equipment           2/10/08

Electronics                                 12/17/07

Textiles/Raw Material                       10/27/07

Cargo Systems                               1/29/07

Provision Kits                              9/26/07

Radomes                                     1/10/08
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            AUGUST 2008

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       6/21/08

Galleys/Furnishings                         6/14/08

Miscellaneous Emergency Equipment           6/21/08

Electronics                                 4/21/08

Textiles/Raw Material                       3/9/08

Cargo Systems                               5/31/08

Provision Kits                              1/31/08

Radomes                                     5/14/08
</TABLE>


P.A. No. 2910                            BFE1-6
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            OCTOBER 2008

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       8/22/08

Galleys/Furnishings                         8/15/08

Miscellaneous Emergency Equipment           8/15/08

Electronics                                 6/22/08

Textiles/Raw Material                       5/10/08

Cargo Systems                               8/1/08

Provision Kits                              4/1/08

Radomes                                     7/15/08
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            FEBRUARY 2009 (1)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       12/13/08

Galleys/Furnishings                         12/6/08

Miscellaneous Emergency Equipment           12/6/08

Electronics                                 9/13/08

Textiles/Raw Material                       8/29/08

Cargo Systems                               11/14/08

Provision Kits                              7/14/08

Radomes                                     11/6/08
</TABLE>


P.A. No. 2910                            BFE1-7
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            FEBRUARY 2009 (2)

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       12/14/08

Galleys/Furnishings                         12/7/08

Miscellaneous Emergency Equipment           12/14/08

Electronics                                 9/14/08

Textiles/Raw Material                       8/30/08

Cargo Systems                               11/15/08

Provision Kits                              7/17/08

Radomes                                     11/7/08
</TABLE>

<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            AUGUST 2009

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       6/21/09

Galleys/Furnishings                         6/14/09

Miscellaneous Emergency Equipment           6/21/09

Electronics                                 4/21/09

Textiles/Raw Material                       3/9/09

Cargo Systems                               5/31/09

Provision Kits                              1/31/09

Radomes                                     5/14/09
</TABLE>


P.A. No. 2910                            BFE1-8
<PAGE>
<TABLE>
<CAPTION>
Item                                        Preliminary On-Dock Dates
                                            SEPTEMBER 2009

                                            Aircraft                 Aircraft
                                            --------                 --------
<S>                                         <C>                      <C>
Seats                                       7/20/09

Galleys/Furnishings                         7/13/09

Miscellaneous Emergency Equipment           7/13/09

Electronics                                 5/20/09

Textiles/Raw Material                       4/9/09

Cargo Systems                               6/20/09

Provision Kits                              2/20/09

Radomes                                     6/13/09
</TABLE>


P.A. No. 2910                            BFE1-9
<PAGE>
                           CUSTOMER SUPPORT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA



           Supplemental Exhibit CS1 to Purchase Agreement Number 2910




P.A. No. 2910                         CS1
<PAGE>
                           CUSTOMER SUPPORT VARIABLES


                                   relating to


                          BOEING MODEL 737-800 AIRCRAFT



Customer currently operates an aircraft of the same model as the Aircraft. Upon
Customer's request, Boeing will develop and schedule a customized Customer
Support Program to be furnished in support of the Aircraft. The customized
program will be based upon and equivalent to the entitlements summarized below,
without additional charges to Customer.

1.    Maintenance Training.

      1.1   Maintenance Training Minor Model Differences Course, if required,
            covering operational, structural or systems differences between
            Customer's newly-purchased Aircraft and an aircraft of the same
            model currently operated by Customer; 1 class of 15 students;

      1.2   Training materials, if applicable, will be provided to each student.
            In addition, one set of training materials as used in Boeing's
            training program, including visual aids, text and graphics will be
            provided for use in Customer's own training program.

2.    Flight Training.

      Boeing will provide, if required, one classroom course to acquaint up to
      15 students with operational, systems and performance differences between
      Customer's newly-purchased Aircraft and an aircraft of the same model
      currently operated by Customer.

      Any training materials used in Flight Training, if required, will be
      provided for use in Customer's own training program.

P.A. No. 2910                        CS1-1
<PAGE>
3.    Planning Assistance.

      3.1   Maintenance and Ground Operations.

            Upon request, Boeing will provide planning assistance regarding
            Minor Model Differences requirements for facilities, tools and
            equipment.

      3.2   Spares.

            Boeing will revise, as applicable, the customized Recommended Spares
            Parts List (RSPL) and Illustrated Parts Catalog (IPC).

4.    Technical Data and Documents.

      Boeing will revise, as applicable, technical data and documents provided
      with previously delivered aircraft.


P.A. No. 2910                        CS1-2
<PAGE>
                               ENGINE ESCALATION,
                      ENGINE WARRANTY AND PATENT INDEMNITY

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA


           Supplemental Exhibit EE1 to Purchase Agreement Number 2910




P.A. No. 2910                          EE1
<PAGE>
                               ENGINE ESCALATION,
                      ENGINE WARRANTY AND PATENT INDEMNITY

                                   relating to

                          BOEING MODEL 737-8EH AIRCRAFT



1. ENGINE ESCALATION. No separate engine escalation methodology is defined for
the 737-600, -700, -800 or -900 Aircraft. Pursuant to the AGTA, the engine
prices for these Aircraft are included in and will be escalated in the same
manner as the Airframe.

2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from CFM
International, Inc. (or CFM International, S.A., as the case may be) (CFM) the
right to extend to Customer the provisions of CFM's warranty as set forth below
(herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of CFM's Warranty
as hereinafter set forth, and such Warranty shall apply to all CFM56-7 type
Engines (including all Modules and Parts thereof) installed in the Aircraft at
the time of delivery or purchased from Boeing by Customer for support of the
Aircraft except that, if Customer and CFM have executed, or hereafter execute, a
General Terms Agreement, then the terms of that Agreement shall be substituted
for and supersede the provisions of Paragraphs 1 through 10 below and Paragraphs
1 through 10 below shall be of no force or effect and neither Boeing nor CFM
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the CFM Warranty to Customer, Customer hereby releases and
discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type Engines and
Customer hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities. In addition, Customer hereby releases and
discharges CFM from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such CFM56-7 type Engines except as
otherwise expressly assumed by CFM in such CFM Warranty or General Terms
Agreement between Customer and CFM and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.

         2.1. Title. CFM warrants that at the date of delivery, CFM has legal
         title to and good and lawful right to sell its CFM56-7 type Engine and
         Products and furthermore warrants that such title is free and clear of
         all claims, liens and encumbrances of any nature whatsoever.




P.A. No. 2910                        EE1-1
<PAGE>
         2.2.    Patents.

                 2.2.1 CFM shall handle all claims and defend any suit or
                 proceeding brought against Customer insofar as based on a claim
                 that any product or part furnished under this Agreement
                 constitutes an infringement of any patent of the United States,
                 and shall pay all damages and costs awarded therein against
                 Customer. This paragraph shall not apply to any product or any
                 part manufactured to Customer's design or to the aircraft
                 manufacturer's design. As to such product or part, CFM assumes
                 no liability for patent infringement.

                 2.2.2 CFM's liability hereunder is conditioned upon Customer
                 promptly notifying CFM in writing and giving CFM authority,
                 information and assistance (at CFM's expense) for the defense
                 of any suit. In case said equipment or part is held in such
                 suit to constitute infringement and the use of said equipment
                 or part is enjoined, CFM shall expeditiously, at its own
                 expense and at its option, either (i) procure for Customer the
                 rights to continue using said product or part; (ii) replace the
                 same with a satisfactory and noninfringing product or part; or
                 (iii) modify the same so it becomes satisfactory and
                 noninfringing. The foregoing shall constitute the sole remedy
                 of Customer and the sole liability of CFM for patent
                 infringement.

                 2.2.3 The above provisions also apply to products which are the
                 same as those covered by this Agreement and are delivered to
                 Customer as part of the installed equipment on CFM56-7 powered
                 Aircraft.

         2.3. Initial Warranty. CFM warrants that CFM56-7 Engine products will
         conform to CFM's applicable specifications and will be free from
         defects in material and workmanship prior to Customer's initial use of
         such products.

         2.4.    Warranty Pass-On.

                 2.4.1 If requested by Customer and agreed to by CFM in writing,
                 CFM will extend warranty support for Engines sold by Customer
                 to commercial airline operators, or to other aircraft
                 operators. Such warranty support will be limited to the New
                 Engine Warranty, New Parts Warranty, Ultimate Life Warranty and
                 Campaign Change Warranty and will require such operator(s) to
                 agree in writing to be bound by and comply with all the terms
                 and conditions, including the limitations, applicable to such
                 warranties.




P.A. No. 2910                        EE1-2
<PAGE>
                 2.4.2 Any warranties set forth herein shall not be transferable
                 to a third party, merging company or an acquiring entity of
                 Customer.

                 2.4.3 In the event Customer is merged with, or acquired by,
                 another aircraft operator which has a general terms agreement
                 with CFM, the Warranties as set forth herein shall apply to the
                 Engines, Modules, and Parts.

         2.5.    New Engine Warranty.

                 2.5.1. CFM warrants each new Engine and Module against
                 Failure for the initial 3000 Flight Hours as follows:

                          (i) Parts Credit Allowance will be granted for any
                 Failed Parts.

                          (ii) Labor Allowance for disassembly, reassembly, test
                 and Parts repair of any new Engine Part will be granted for
                 replacement of Failed Parts.

                          (iii) Such Parts Credit Allowance, test and Labor
                 Allowance will be: 100% from new to 2500 Flight Hours and
                 decreasing pro rata from 100% at 2500 Flight Hours to zero
                 percent at 3000 Flight Hours.

                 2.5.2 As an alternative to the above allowances, CFM shall,
                 upon request of Customer:

                          (i) Arrange to have the failed Engines and Modules
                 repaired, as appropriate, at a facility designated by CFM at no
                 charge to Customer for the first 2500 Flight Hours and at a
                 charge to Customer increasing pro rata from zero percent of
                 CFM's repair cost at 2500 Flight Hours to 100% of such CFM
                 repair costs at 3000 Flight Hours.

                          (ii) Transportation to and from the designated
                 facility shall be at Customer's expense.

         2.6. New Parts Warranty. In addition to the warranty granted for new
         Engines and new Modules, CFM warrants Engine and Module Parts as
         follows:

                 2.6.1. During the first 1000 Flight Hours for such Parts and
                 Expendable Parts, CFM will grant 100% Parts Credit Allowance or
                 Labor Allowance for repair labor for failed Parts.



P.A. No. 2910                        EE1-3
<PAGE>
                 2.6.2. CFM will grant a pro rata Parts Credit Allowance for
                 Scrapped Parts decreasing from 100% at 1000 Flight Hours Part
                 Time to zero percent at the applicable hours designated in
                 Table 1.

         2.7.    Ultimate Life Warranty.

                 2.7.1. CFM warrants Ultimate Life limits on the following
                 Parts:

                          (i)     Fan and Compressor Disks/Drums

                          (ii)    Fan and Compressor Shafts

                          (iii)   Compressor Discharge Pressure Seal (CDP)

                          (iv)    Turbine Disks

                          (v)     HPT Forward and Stub Shaft

                          (vi)    LPT Driving Cone

                          (vii)   LPT Shaft and Stub Shaft

                 2.7.2. CFM will grant a pro rata Parts Credit Allowance
                 decreasing from 100% when new to zero percent at 25,000 Flight
                 Hours or 15,000 Flight Cycles, whichever comes earlier. Credit
                 will be granted only when such Parts are permanently removed
                 from service by a CFM or a U.S. and/or French Government
                 imposed Ultimate Life limitation of less than 25,000 Flight
                 Hours or 15,000 Flight Cycles.

         2.8.    Campaign Change Warranty.

                 2.8.1. A campaign change will be declared by CFM when a new
                 Part design introduction, Part modification, Part Inspection,
                 or premature replacement of an Engine or Module is required by
                 a mandatory time compliance CFM Service Bulletin or FAA
                 Airworthiness Directive. Campaign change may also be declared
                 for CFM Service Bulletins requesting new Part introduction no
                 later than the next Engine or Module shop visit. CFM will grant
                 following Parts Credit Allowances:

                 Engines and Modules

                          (i) 100% for Parts in inventory or removed from
                          service when new or with 2500 Flight Hours or less
                          total Part Time.

                          (ii) 50% for Parts in inventory or removed from
                          service with over 2500 Flight Hours since new,
                          regardless of warranty status.



P.A. No. 2910                        EE1-4
<PAGE>
                 2.8.2. Labor Allowance - CFM will grant 100% Labor Allowance
                 for disassembly, reassembly, modification, testing, or
                 Inspection of CFM supplied Engines, Modules, or Parts therefor
                 when such action is required to comply with a mandatory time
                 compliance CFM Service Bulletin or FAA Airworthiness Directive.
                 A Labor Allowance will be granted by CFM for other CFM issued
                 Service Bulletins if so specified in such Service Bulletins.

                 2.8.3. Life Controlled Rotating Parts retired by Ultimate Life
                 limits including FAA and/or DGAC Airworthiness Directive, are
                 excluded from Campaign Change Warranty.

         2.9. Limitations. THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE
         IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE
         ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
         PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO
         CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE,
         SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR
         THEREFOR, AND IN NO EVENT SHALL CFM'S LIABILITY TO CUSTOMER EXCEED THE
         PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER'S CLAIM OR
         INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.

         2.10.   Indemnity and Contribution.

                 2.10.1. IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD
                 PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN
                 LIMITATIONS, PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL INDEMNIFY AND
                 HOLD CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO
                 SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS
                 AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT THERETO OR
                 INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO
                 INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL
                 APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR
                 IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE,
                 PASSIVE OR IMPUTED.

                 2.10.2. CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY
                 DAMAGE, LOSS, CLAIM, AND


P.A. No. 2910                        EE1-5
<PAGE>
                 LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION AND
                 ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON,
                 OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
                 DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS
                 AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO
                 BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR
                 LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH
                 DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF
                 LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT
                 APPEAR IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER'S OBLIGATION
                 TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS
                 CFM IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT
                 IN AN ACTION OR PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY
                 APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS
                 INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS
                 OTHERWISE LIMITED.


P.A. No. 2910                        EE1-6
<PAGE>
                                     TABLE 1
                                      737X
                            CFM56 WARRANTY PARTS LIST
                                  FLIGHT HOURS

<TABLE>
<CAPTION>
                                                   Flight Hours
                                   --------------------------------------------
                                   2000    3000    4000    6000    8000   12000
                                   ----    ----    ----    ----    ----   -----
<S>                                <C>     <C>     <C>     <C>     <C>    <C>
Fan Rotor/Booster
   Blades                                    X
   Disk, Drum                                                               X
   Spinner                                   X

Fan Frame
   Casing                                                           X
   Hub & Struts                                      X
   Fairings                                          X
   Splitter (Mid Ring)                               X
   Vanes                                     X
   Engine Mount                                      X

No. 1 & No. 2 Bearing Support
   Bearings                                          X
   Shaft                                                                    X
   Support (Case)                                    X

Inlet Gearbox & No. 3 Bearing
   Bearings                                          X
   Gear                                              X
   Case                                              X

Compressor Rotor
   Blades                                    X
   Disk & Drums                                                             X
   Shaft                                                                    X

Compressor Stator
   Casing                                                           X
   Shrouds                                   X
   Vanes                                     X
   Variable Stator Actuating                 X
   Rings

Combustor Diffuser Nozzle (CDN)
   Casings                                   X
   Combustor Liners                          X
   Fuel Atomizer                             X
   HPT Nozzle                                X
   HPT Nozzle Support                                X
   HPT Shroud                                X
</TABLE>



P.A. No. 2910                        EE1-7
<PAGE>
                                     TABLE 1
                                      737X
                            CFM56 WARRANTY PARTS LIST
                                   (continued)

<TABLE>
<CAPTION>
                                                   Flight Hours
                                   --------------------------------------------
                                   2000    3000    4000    6000    8000   12000
                                   ----    ----    ----    ----    ----   -----
<S>                                <C>     <C>     <C>     <C>     <C>    <C>
HPT Rotor
   Blades                                            X
   Disks                                                                    X
   Shafts                                                                   X
   Retaining Ring                            X

LP Turbine
   Casing                                                    X
   Vane Assemblies                           X
   Interstage Seals                          X
   Shrouds                                   X
   Disks                                                            X
   Shaft                                                                    X
   Bearings                                          X
   Blades                                    X

Turbine Frame
   Casing & Struts                                           X
   Hub                                               X
   Sump                                              X

Accessory & Transfer Gearboxes
   Case                                              X
   Shafts                                            X
   Gears                                             X
   Bearings                                          X

Air-Oil Seals                                X

Controls & Accessories
   Engine                            X

Condition Monitoring Equipment       X
</TABLE>


P.A. No. 2910                        EE1-8
<PAGE>
                         SERVICE LIFE POLICY COMPONENTS

                                     between

                               THE BOEING COMPANY

                                       and

                            GOL TRANSPORTES AEREOS SA


           Supplemental Exhibit SLP1 to Purchase Agreement Number 2910




P.A. No. 2910                         SLP1
<PAGE>
                         SERVICE LIFE POLICY COMPONENTS

                                   relating to

                          BOEING MODEL 737-8EH AIRCRAFT




This is the listing of SLP Components for the Aircraft which relate to Part 3,
Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA
and is a part of Purchase Agreement No. 2910.

1.       Wing.

         (a)     Upper and lower skins and stiffeners between the forward and
                 rear wing spars.

         (b)     Wing spar webs, chords and stiffeners.

         (c)     Inspar wing ribs.

         (d)     Inspar splice plates and fittings.

         (e)     Main landing gear support structure.

         (f)     Wing center section floor beams, lower beams and spanwise
                 beams, but not the seat tracks attached to floor beams.

         (g)     Engine strut support fittings attached directly to wing primary
                 structure.

         (h)     Wing-to-body structural attachments.

         (i)     Support structure in the wing for spoilers and spoiler
                 actuators; for aileron hinges and reaction links; and for
                 leading edge devices and trailing edge flaps.

         (j)     Trailing edge flap tracks and carriages.

         (k)     Aileron leading edge device and trailing edge flap internal,
                 fixed attachment and actuator support structure.




P.A. No. 2910                        SLP1-1
<PAGE>
2.       Body.

         (a)     External surface skins and doublers, longitudinal stiffeners,
                 longerons and circumferential rings and frames between the
                 forward pressure bulkhead and the vertical stabilizer rear spar
                 bulkhead and structural support and enclosure for the APU but
                 excluding all system components and related installation and
                 connecting devices, insulation, lining, and decorative panels
                 and related installation and connecting devices.

         (b)     Window and windshield structure but excluding the windows and
                 windshields.

         (c)     Fixed attachment structure of the passenger doors, cargo doors
                 and emergency exits, excluding door mechanisms and movable
                 hinge components. Sills and frames around the body openings for
                 the passenger doors, cargo doors and emergency exits, excluding
                 scuff plates and pressure seals.

         (d)     Nose wheel well structure, including the wheel well walls,
                 pressure deck, bulkheads, and gear support structure.

         (e)     Main gear wheel well structure including pressure deck and
                 landing gear beam support structure.

         (f)     Floor beams and support posts in the control cab and passenger
                 cabin area, but excluding seat tracks.

         (g)     Forward and aft pressure bulkheads.

         (h)     Keel structure between the wing front spar bulkhead and the
                 main gear wheel well aft bulkhead including splices.

         (i)     Wing front and rear spar support bulkheads, and vertical and
                 horizontal stabilizer front and rear spar support bulkheads
                 including terminal fittings but excluding all system components
                 and related installation and connecting devices, insulation,
                 lining, decorative panels and related installation and
                 connecting devices.

         (j)     Support structure in the body for the stabilizer pivot and
                 stabilizer screw.


P.A. No. 2910                        SLP1-2
<PAGE>
3.       Vertical Stabilizer.

         (a)     External skins between front and rear spars.

         (b)     Front, rear and auxiliary spar chords, webs and stiffeners and
                 attachment fittings.

         (c)     Inspar ribs.

         (d)     Rudder hinges and supporting ribs, excluding bearings.

         (e)     Support structure in the vertical stabilizer for rudder hinges,
                 reaction links and actuators.

         (f)     Rudder internal, fixed attachment and actuator support
                 structure.

4.       Horizontal Stabilizer.

         (a)     External skins between front and rear spars.

         (b)     Front and rear spar chords, webs and stiffeners.

         (c)     Inspar ribs.

         (d)     Stabilizer center section including hinge and screw support
                 structure.

         (e)     Support structure in the horizontal stabilizer for the elevator
                 hinges, reaction links and actuators.

         (f)     Elevator internal, fixed attachment and actuator support
                 structure.

5.       Engine Strut.

         (a)     Strut external surface skin and doublers and stiffeners.

         (b)     Internal strut chords, frames and bulkheads.

         (c)     Strut to wing fittings and diagonal brace.

         (d)     Engine mount support fittings attached directly to strut
                 structure and including the engine-mounted support fittings.


P.A. No. 2910                        SLP1-3
<PAGE>
6.       Main Landing Gear.

         (a)     Outer cylinder.

         (b)     Inner cylinder, including axles.

         (c)     Upper and lower side struts, including spindles, universals and
                 reaction links.

         (d)     Drag strut.

         (e)     Bell crank.

         (f)     Orifice support tube.

         (g)     Trunnion link.

         (h)     Downlock links including spindles and universals.

         (i)     Torsion links.

         (j)     Actuator beam, support link and beam arm.

7.       Nose Landing Gear.

         (a)     Outer cylinder.

         (b)     Inner cylinder, including axles.

         (c)     Orifice support tube.

         (d)     Upper and lower drag strut, including lock links.

         (e)     Steering plates and steering collars.

         (f)     Torsion links.


NOTE:    The Service Life Policy does not cover any bearings, bolts, bushings,
         clamps, brackets, actuating mechanisms or latching mechanisms used in
         or on the Covered Components.




P.A. No. 2910                        SLP1-4
<PAGE>
2910-01



GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil



Subject:    Loading of Software Owned by or Licensed to Customer

Reference:  Purchase Agreement No. 2910 (the Purchase Agreement) between The
            Boeing Company (Boeing) and GOL Transportes Aereos SA (Customer)
            relating to Model 737-8EH aircraft (the Aircraft)



This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement.

Prior to delivery of an Aircraft to Customer, Customer may request Boeing to
install software owned by or licensed to Customer (Software) in the following
systems in the Aircraft: i) aircraft communications addressing and reporting
system (ACARS), ii) digital flight data acquisition unit (DFDAU), iii) flight
management system (FMS), iv) cabin management system (CMS), v) satellite
communications system (SATCOM), vi) engine indication and crew alerting system
(EICAS) and vii) airplane information management system (AIMS). The Software is
not part of the configuration of the Aircraft certified by the FAA. If requested
by Customer, Boeing will install the Software after the FAA has issued the
standard airworthiness certificate or the export certificate of airworthiness,
whichever is applicable, but before delivery of the Aircraft on the following
conditions:

1.    Customer and Boeing agree that the Software is deemed to be BFE for the
      purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 9, 10 and 11 of
      Exhibit A, Buyer Furnished Equipment Provisions Document, to the AGTA
      and such articles apply to the installation of the Software.




P.A. No. 2910
GOT
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-01                                              Page 2




      Customer and Boeing further agree that the installation of the Software is
      deemed to be a service under Exhibit B, Customer Support Document, to the
      AGTA. Boeing makes no warranty as to the performance of such installation
      and Article 11 of Part 2 of Exhibit C of the AGTA, Disclaimer and Release;
      Exclusion of Liabilities and Article 8.2, Insurance, of the AGTA apply to
      the installation of the Software.

Very truly yours,

THE BOEING COMPANY



By
  --------------------------------------


Its           Attorney-In-Fact
   -------------------------------------



ACCEPTED AND AGREED TO this

Date:                             , 2004
      ----------------------------



GOL TRANSPORTES AEREOS SA



By
  --------------------------------------


Its
   -------------------------------------

Witness:

----------------------------------------

----------------------------------------



P.A. No. 2910
GOT
<PAGE>
6-1162-DME-0714




GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil




Subject:         Demonstration Flight Waiver

Reference:       Purchase Agreement No. 2910 (the Purchase Agreement) between
                 The Boeing Company (Boeing) and GOL Transportes Aereos SA
                 (Customer) relating to Model 737-8EH aircraft (the Aircraft)



This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement shall have
the same meaning as in the Purchase Agreement.

Definition of Terms:

CORRECTION COSTS: Customer's direct labor costs and the cost of any material
required to correct a Flight Discrepancy where direct labor costs are equal to
the warranty labor rate in effect between the parties at the time such labor is
expended.

FLIGHT DISCREPANCY: A failure or malfunction of an Aircraft, or the accessories,
equipment or parts installed on the Aircraft which results from a defect in the
Aircraft, Boeing Product, engine or Supplier Product or a nonconformance to the
Detail Specification for the Aircraft.


P.A. No. 2910
                               BOEING PROPRIETARY
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 6-1162-DME-0714                                      Page 2



The AGTA provides that each aircraft will be test flown prior to delivery for
the purpose of demonstrating the functioning of such Aircraft and its equipment
to Customer; however, Customer may elect to waive this test flight. For each
test flight waived, Boeing agrees to provide Customer an amount of jet fuel at
delivery that, including the standard fuel entitlement, totals the following
amount of fuel:

<TABLE>
<CAPTION>
                           TOTAL FUEL ENTITLEMENT
        AIRCRAFT MODEL         (U.S. GALLONS)
        --------------         --------------
<S>                     <C>
             737        Full tanks (approx. 5,300 to
                         6,800, depending on model)
             747                   26,000
             757                    9,600
             767                   11,000
             777                   10,300
</TABLE>


Further, Boeing agrees to reimburse Customer for any Correction Costs incurred
as a result of the discovery of a Flight Discrepancy during the first flight of
the aircraft by Customer following delivery to the extent such Correction Costs
are not covered under a warranty provided by Boeing, the engine manufacturer or
any of Boeing's suppliers.

Should a Flight Discrepancy be detected by Customer which requires the return of
the Aircraft to Boeing's facilities at Seattle, Washington, so that Boeing may
correct such Flight Discrepancy, Boeing and Customer agree that title to and
risk of loss of such Aircraft will remain with Customer. In addition, it is
agreed that Boeing will have responsibility for the Aircraft while it is on the
ground at Boeing's facilities in Seattle, Washington, as is chargeable by law to
a bailee for mutual benefit, but Boeing shall not be chargeable for loss of use.

To be reimbursed for Correction Costs, Customer shall submit a written itemized
statement describing any flight discrepancies and indicating the Correction Cost
incurred by Customer for each discrepancy. This request must be submitted to
Boeing's Contracts Regional Director at Renton, Washington, within ninety (90)
days after the first flight by Customer.

Very truly yours,


P.A. No. 2910
                               BOEING PROPRIETARY
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 6-1162-DME-0714                                      Page 3



THE BOEING COMPANY




By
  ---------------------------------------


Its           Attorney-In-Fact
   --------------------------------------


ACCEPTED AND AGREED TO this

Date:                              , 2004
      -----------------------------


GOL TRANSPORTES AEREOS SA




By
  ---------------------------------------


Its
   --------------------------------------

Witness:


-----------------------------------------

-----------------------------------------



P.A. No. 2910
                               BOEING PROPRIETARY
<PAGE>

2910-02

GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil

Subject: Flight Crew Training Spare Parts Support

Reference: Purchase Agreement No. 2910 (the Agreement) between The Boeing
           Company (Boeing) and GOL Transportes Aereos SA (Customer) relating to
           Model 737-8EH aircraft (the Aircraft)



This Letter Agreement is entered into on the date below, and amends and
supplements the Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Agreement.

Definition of Terms:

FLIGHT CREW TRAINING: Flight training conducted by Boeing and occurring
immediately following delivery of the Aircraft.

REMOVED PARTS: Parts removed from an Aircraft during Flight Crew Training.

REPLACEMENT PARTS: Parts taken from Boeing inventory and installed in an
Aircraft because no Standby Parts are available.

STANDBY PARTS: Parts which are owned by Customer and located at Customer's
designated storage area at Boeing to support Flight Crew Training.

TRAINING AIRCRAFT: The Aircraft delivered to Customer and used for Flight Crew
Training.





P. A. No. 2910                                                              GOT
<PAGE>
2910-02
GOL Transportes Aereos SA                                                Page 2


1. Provisioning of Spare Parts

      To support Flight Crew Training, Boeing agrees to provide normal line
maintenance and expendable spare parts at no charge on the Training Aircraft;
and, Customer agrees to provide Standby Parts for the Training Aircraft. The
Standby Parts list, including part numbers, exact quantities and on-dock dates,
will be established during the provisioning meeting.

      If parts other than those discussed above fail on the Training Aircraft
during Flight Crew Training, Boeing will attempt to provide Replacement Parts
for those failed parts. If Boeing is unable to provide Replacement Parts,
Customer will be responsible for providing those parts.

2.    Disposition of Removed Parts

      With respect to Removed Parts, Boeing may:

      (i) repair such Removed Parts, at no charge to Customer, and either retain
such parts as Standby Spare Parts or return the Removed Parts to Customer, at
Customer expense;

      (ii) return the Removed Parts to Customer at Customer's expense; or

      (iii) return the Removed Parts to the manufacturer for repair or
replacement under such manufacturer's warranty. Upon Boeing's receipt of the
repaired Removed Parts or their replacements, Boeing may retain such Removed
Parts or their replacements as Standby Parts or return such Removed Parts or
their replacements to Customer, at Customer's expense.

      Any Removed Parts returned to Customer, or replacements, will be
accomplished in accordance with any written instructions from Customer received
by Boeing prior to such return.

3.    Redelivery of Standby Parts

      Standby Parts not installed in the Training Aircraft will be redelivered
to Customer on board the last aircraft used for Flight Crew Training.



P. A. No. 2910                                                              GOT
<PAGE>
2910-02
GOL Transportes Aereos SA                                                Page 3




4.    Non-performance by Customer

      If Customer's non-performance of obligations in this Letter Agreement
causes a delay in the Flight Crew Training, Customer will be deemed to have
agreed to any such delay in Flight Crew Training. In addition, Boeing will have
the right to:

      (i) purchase Standby Spare Parts and invoice Customer for the price of
      such Parts and for any necessary adjustment and calibration of such Parts;

      (ii) cancel or reschedule the Flight Crew Training.

      (iii) invoice Customer for any expenses, including but not limited to
      ground handling expenses, maintenance costs and storage costs, that are
      directly attributable to the delay in the Flight Crew Training.


5.    Customer Warranty

      Customer warrants that the Standby Parts will meet the requirements of the
Detail Specification and be in a condition to pass Boeing's receiving inspection
and functional test, and if not in a new condition, will have an attached FAA
Serviceable Parts Tag.

6.    Title and Risk of Loss

      Title to and risk of loss of any Standby Parts or Removed Parts will
remain with Customer. Boeing will have only such liability for Standby Parts and
Removed Parts as a bailee for mutual benefit would have, but will not be liable
for loss of use. For Replacement Parts, title will transfer to Customer at the
time such part is installed on the Training Aircraft.




P. A. No. 2910                                                              GOT
<PAGE>
2910-02
GOL Transportes Aereos SA                                                Page 4


Very truly yours,


THE BOEING COMPANY

By
  -----------------------------------------------


Its      Attorney-In-Fact
   -------------------------------------



ACCEPTED AND AGREED TO this


Date:                                      , 2004
      -------------------------------------



GOL TRANSPORTES AEREOS SA

By
  -----------------------------------------------


Its
   ----------------------------------------------

Witness:

-------------------------------

-------------------------------


P. A. No. 2910                                                              GOT
<PAGE>
2910-03

GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil

Subject: Spares Initial Provisioning

Reference: Purchase Agreement No. 2910 (the Purchase Agreement) between The
           Boeing Company (Boeing) and GOL Transportes Aereos SA(Customer)
           relating to Model 737-8EH aircraft (the Aircraft)



This letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements the Purchase Agreement. All terms used but not defined in
this Letter Agreement have the same meaning as in the Purchase Agreement.

1.    Applicability.

      This letter will apply to initial provisioning for the Model 737-8EH
Aircraft purchased by Customer under the Purchase Agreement.

2.    Initial Provisioning Meeting.


      Boeing will conduct a meeting with Customer to establish mutually agreed
procedures to accomplish Customer's initial provisioning of spare parts for the
Aircraft (Initial Provisioning Meeting). The time and location for such Initial
Provisioning Meeting will be mutually agreed upon between the parties; however,
Boeing and Customer will use their best efforts to convene such meeting within
30 days after execution of the Purchase Agreement.

Prior to the Initial Provisioning Meeting Boeing will furnish to Customer Boeing
Manual D6-81834, entitled "Spares Provisioning Products Guide" (Boeing Spares
Provisioning Products Guide), and at the Initial Provisioning Meeting Customer


P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 2




will provide to Boeing the data described in Chapter 6 thereof (Customer Data).
After review and acceptance by Boeing of the Customer Data provided, Boeing will
use the Customer Data to prepare Boeing's quantity recommendations for initial
provisioning of spare parts for the Aircraft, exclusive of special tools, ground
support equipment, engines and engine parts (Provisioning Items). At the Initial
Provisioning Meeting the parties will also agree on the provisioning
documentation to be provided by Boeing (Provisioning Data) as described in
Boeing Spares Provisioning Products Guide, and Boeing will provide instruction
in the use of such Provisioning Data. In addition, the parties will discuss
spares ordering procedures and other matters related to the provisioning for the
Aircraft.

3.    Initial Provisioning Documentation.


      Boeing will furnish Provisioning Data to Customer on or about 90 days
after aircraft implementation. The Provisioning Data will be as complete as
possible and will cover Provisioning Items selected by Boeing for review by
Customer for initial provisioning for the Aircraft. The Provisioning Data will
set forth the prices for Provisioning Items which are Boeing Spare Parts and
such prices will be firm and remain in effect until the date or dates set forth
below in Paragraph 4.1, Boeing Spare Parts, by which orders must be placed with
Boeing. Boeing will, from time to time, until a date approximately 90 days
following delivery of the last Aircraft or until the delivery configuration of
each of the Aircraft is reflected in the Provisioning Data, whichever is later,
furnish to Customer revisions to the Provisioning Data.

      3.2 Buyer Furnished Equipment (BFE) Provisioning Data.


            3.2.1 Boeing's Responsibility. Boeing will include BFE end items in
the Provisioning Data for BFE installed on Customer's Aircraft provided such
equipment has been installed on other Aircraft by Boeing and Boeing has data on
the BFE.


            3.2.2 Customer's Responsibility. Customer will be responsible for
ensuring BFE data is provided to Boeing by the BFE supplier in a format
acceptable to Boeing for BFE not covered by 3.2.1 above. If the data is not
provided to Boeing in a timely manner and in a format acceptable to Boeing, such
BFE equipment will not be included in the Provisioning Data.

      3.3 Other Data. Boeing will submit to Customer listings of Raw Materials,
Standard Parts and Bulk Materials to be used by Customer in the maintenance and
repair of the Aircraft.




P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 3



4.    Purchase from Boeing of Spare Parts as Initial Provisioning for the
      Aircraft.


      4.1 Boeing Spare Parts. Customer will place orders for Provisioning Items
by 60 days after receipt of Initial Provisioning data; provided, however, that
in those instances where Boeing submits any revision to the Provisioning Data,
Customer will place orders for Boeing Spare Parts covered by such revision
within 60 days following the date of such submittal. At Customer's request,
Boeing will process "controlled shipments" by shipping full or partial
quantities of an order on a schedule specified by Customer, provided the final
shipment is made no later than 24 months after receipt of the order.

      4.2 Supplier Provisioning Items. Customer may place orders with Boeing for
Provisioning Items which are manufactured by suppliers or to their detailed
design and are covered by the Provisioning Data as initial provisioning for the
Aircraft. The price to Customer for any such supplier Provisioning Item will be
112% of the supplier's quoted price to Boeing therefore. If Customer elects to
purchase such supplier Provisioning Items from Boeing, Customer will place its
orders therefore in accordance with the provisions of Paragraph 4.1, Boeing
Spare Parts.

      4.3 Ground Support Equipment and Special Tools. Customer may place orders
with Boeing for ground support equipment (GSE) and special tools manufactured by
suppliers which Customer determines it will initially require for maintenance,
overhaul and servicing of the Aircraft and/or engines. The price to Customer for
such GSE or special tools will be one hundred twelve percent (112%) of the
supplier's quoted price to Boeing therefore. If Customer elects to purchase such
GSE and special tools from Boeing, Customer will place its orders therefore by
the date set forth in Paragraph 4.1, Boeing Spare Parts or such later date as
the parties may mutually agree.

      4.4 Spare Engines and Engine Spare Parts. Customer may place orders with
Boeing for spare engines and/or engine spare parts which Customer determines it
will initially require for support of the Aircraft or for maintenance and
overhaul of the engines. The price to Customer for such spare engines or such
engine spare parts will be 105% of the engine manufacturer's quoted price to
Boeing for the engine, and 112% of the engine manufacturer's quoted price to
Boeing for the engine spare parts. If Customer elects to purchase such spare
engines or engine spare parts through Boeing, Customer will place its orders on
a date to be mutually agreed upon during the Initial Provisioning Meeting.

      4.5 QEC Kits. Boeing will, on or about 30 days after aircraft
implementation, furnish to Customer a listing of all components which could be
included in the Quick Engine Change (QEC) kits which may be purchased by

P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 4


Customer from Boeing. Customer agrees to review such listing and indicate by
marking on one copy of such listing those components that Customer desires
included in its QEC kits. Customer will return such marked copy to Boeing within
30 days after Customer's receipt of such listing. Within 30 days after Boeing's
receipt of such marked copy, Boeing will republish such listing to reflect only
those components selected by Customer and will provide copies of such
republished listing to Customer. Boeing will from time to time furnish revisions
to such republished listing until a date approximately 90 days after delivery of
the last QEC kit ordered by Customer for the Aircraft. Boeing will furnish to
Customer as soon as practicable a statement setting forth a firm price for the
QEC kit configuration selected by Customer. Customer agrees to place orders with
Boeing for the QEC kits for the Aircraft by 30 days after receipt of QEC kit
configuration with part number and quoted kit price.

      4.6 Payment for Provisioning Items. The payment provisions of the Customer
Services General Terms Agreement (CSGTA) between Boeing and Customer will be
applicable to Provisioning Items ordered by Customer from Boeing for the
Aircraft.


5.    Delivery.


      Boeing will, insofar as reasonably possible, deliver to Customer the Spare
Parts ordered by Customer in accordance with the provisions of this letter on
dates reasonably calculated to conform to Customer's anticipated needs in view
of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon
the date to begin delivery of the Provisioning Spare Parts ordered in accordance
with this letter. Where appropriate, Boeing will arrange for shipment of such
Spare Parts, which are manufactured by suppliers, directly to Customer from the
applicable supplier's facility. The routing and method of shipment for initial
deliveries and all subsequent deliveries of such Spare Parts will be as mutually
agreed between Boeing and Customer.

6.    Substitution for Obsolete Spare Parts.


      6.1 Obligation to Substitute. In the event that, prior to delivery of the
first Aircraft pursuant to the Purchase Agreement, any Spare Part purchased by
Customer from Boeing in accordance with this letter is rendered obsolete or
unusable due to the redesign of the Aircraft or of any accessory, equipment or
part therefore, (other than a redesign at Customer's request), Boeing will
deliver to Customer new and usable Spare Parts in substitution for such obsolete
or unusable Spare Parts and Customer will return the obsolete or unusable Spare
Parts to Boeing. Boeing will credit Customer's account with Boeing with the
price paid by Customer for any such obsolete or unusable Spare Part and will
invoice Customer for the purchase price of any such substitute Spare Part
delivered to Customer.


P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 5


      6.2 Delivery of Obsolete Spare Parts and Substitutes Therefore. Obsolete
or unusable Spare Parts returned by Customer pursuant to this Item will be
delivered to Boeing at its Seattle Distribution Center, or such other
destination as Boeing may reasonably designate. Spare Parts substituted for such
returned obsolete or unusable Spare Parts will be delivered to Customer at
Boeing's Seattle Distribution Center, or such other Boeing shipping point as
Boeing may reasonably designate. Boeing will pay the freight charges for the
shipment from Customer to Boeing of any such obsolete or unusable Spare Part and
for the shipment from Boeing to Customer of any such substitute Spare Part.

7.    Repurchase of Provisioning Items.


      7.1 Obligation to Repurchase Peculiar Provisioning Items. During a period
commencing 1 year after delivery of the first Aircraft under the Purchase
Agreement, and ending 5 years after such delivery, Boeing will, upon receipt of
Customer's written request and subject to the exceptions in Paragraph 7.2,
Exceptions, repurchase unused and undamaged Provisioning Items which were
peculiar to the Aircraft as compared to the delivery configuration of Model *
Aircraft previously purchased by Customer from Boeing, and (i) were recommended
by Boeing in the Provisioning Data as initial provisioning for the Aircraft,
(ii) were purchased by Customer from Boeing, and (iii) are surplus to Customer's
needs.

      7.2 Exceptions. Boeing will not be obligated under Paragraph 7.1,
Obligation to Repurchase, to repurchase any of the following: (i) quantities of
Provisioning Items in excess of those quantities recommended by Boeing in the
Provisioning Data for the Aircraft, (ii) QEC Kits, Bulk Material Kits, Raw
Material Kits, Service Bulletin Kits, Standards Kits and components thereof
(except those components listed separately in the Provisioning Data), (iii)
Provisioning Items for which an order was received by Boeing more than 5 months
after delivery of the last Aircraft, (iv) Provisioning Items which have become
obsolete or have been replaced by other Provisioning Items as a result of (a)
Customer's modification of the Aircraft or (b) design improvements by Boeing or
the supplier (other than Provisioning Items which have become obsolete because
of a defect in design if such defect has not been remedied by an offer by Boeing
or the supplier to provide no charge retrofit kits or replacement parts which
correct such defect), and (v) Provisioning Items which become excess as a result
of a change in Customer's operating parameters, provided to Boeing pursuant to
the Initial Provisioning meeting in Paragraph 2, which were the basis of
Boeing's initial provisioning recommendations for the Aircraft.

      7.3 Notification and Format. Customer will notify Boeing, in writing, when
Customer desires to return Provisioning Items which Customer's


P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 6



review indicates are eligible for repurchase by Boeing under the provisions of
this Repurchase of Provisioning Items paragraph. Customer's notification will
include a detailed summary, in part number sequence, of the Provisioning Items
Customer desires to return. Such summary will be in the form of listings, tapes,
diskettes or other media as may be mutually agreed between Boeing and Customer,
and will include part number, nomenclature, purchase order number, purchase
order date and quantity to be returned. Within 5 business days after receipt of
Customer's notification, Boeing will advise Customer, in writing, when Boeing's
review of such summary will be completed.

      7.4 Review and Acceptance by Boeing. Upon completion of Boeing's review of
any detailed summary submitted by Customer pursuant to Paragraph 7.3, Boeing
will issue to Customer a Material Return Authorization (MRA) for those
Provisioning Items Boeing agrees are eligible for repurchase in accordance with
this Repurchase of Provisioning Items paragraph. Boeing will advise Customer of
the reason that any spare part included in Customer's detailed summary is not
eligible for return. Boeing's MRA will state the date by which Provisioning
Items listed in the MRA must be redelivered to Boeing and Customer will arrange
for shipment of such Provisioning Items accordingly.

      7.5 Price and Payment. The price of each Provisioning Item repurchased by
Boeing pursuant to this Repurchase of Provisioning Items paragraph will be an
amount equal to 100% of the original invoice price thereof. In the case of
Provisioning Items manufactured by a supplier which were purchased pursuant to
Paragraph 4, Purchase from Boeing of Spare Parts as Initial Provisioning for the
Aircraft, hereof the repurchase price will not include Boeing's 12% handling
charge. Boeing will pay the repurchase price by issuing a credit memorandum in
favor of Customer which may be applied against amounts due Boeing for the
purchase of aircraft, Spare Parts, services or data.

      7.6 Delivery of Provisioning Items. Provisioning Items repurchased by
Boeing pursuant to this Repurchase of Provisioning Items paragraph will be
delivered to Boeing F.O.B. at its Seattle Distribution Center, or such other
destination as Boeing may reasonably designate. Customer will pay the freight
charges for the shipment from Customer to Boeing of any such Provisioning Items.

8.    Obsolete Spare Parts and Surplus Provisioning Items - Title and Risk of
      Loss.


      Title to and risk of loss of any obsolete or unusable Spare Parts returned
to Boeing pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will
pass to Boeing upon delivery thereof to Boeing. Title to and risk of loss of any
Spare Part substituted for an obsolete or unusable Spare Part pursuant to



P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 7

Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Customer upon
delivery thereof to Customer. Title to and risk of loss of any Provisioning Item
repurchased by Boeing pursuant to Paragraph 7, Repurchase of Provisioning Items,
will pass to Boeing upon delivery thereof to Boeing. With respect to the
obsolete or unusable Spare Parts which may be returned to Boeing and the Spare
Parts substituted therefore, pursuant to Paragraph 6, and the Provisioning Items
which may be repurchased by Boeing, pursuant to Paragraph 7, the party which has
risk of loss of any such Spare Part or Provisioning Item will have the
responsibility of providing any insurance coverage for it desired by such party.

9.    Supplier Support.


      Boeing has entered, or anticipates entering, into product support
agreements with suppliers (Boeing Suppliers) of major system components
manufactured by such Suppliers to be installed on the Aircraft (Supplier
Components). Such product support agreements commit, or are expected to commit,
the Boeing Suppliers to provide to Boeing's customers and/or such customer's
designees support services with respect to the Supplier Components which can be
reasonably expected to be required during the course of normal operation. This
support includes but is not limited to shelf-stock of certain spare parts,
emergency spare parts, timely delivery of spare parts, and technical data
related to the Supplier Components. Copies of such product support agreements
will be provided to Customer on or about 90 days after aircraft implementation
in Boeing Document D6-56115, Volumes 1 and 2. In the event Customer has used due
diligence in attempting to resolve any difficulty arising in normal business
transactions between Customer and a Boeing Supplier with respect to product
support for a Supplier Component manufactured by such Supplier and if such
difficulty remains unresolved, Boeing will, if requested by Customer, assist
Customer in resolving such difficulty. Assistance will be provided by the
Customer Supplier Services organization.

10.   Termination for Excusable Delay.


      In the event of termination of the Purchase Agreement with respect to any
Aircraft pursuant to Article 7 of the AGTA, such termination will, if Customer
so requests by written notice received by Boeing within 15 days after such
termination, also discharge and terminate all obligations and liabilities of the
parties as to any Spare Parts which Customer had ordered pursuant to the
provisions of this letter as initial provisioning for such Aircraft and which
are undelivered on the date Boeing receives such written notice.


P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 2910-03                                              Page 8



Very truly yours,


THE BOEING COMPANY

By
  --------------------------------------


Its     Attorney-In-Fact
   ----------------------------


ACCEPTED AND AGREED TO this

Date:                                           2004
      -----------------------------------------


GOL TRANSPORTES AEREOS SA

By
  --------------------------------------


Its
   --------------------------------------

Witness:

-------------------

-------------------


P.A. No. 2910
<PAGE>
6-1162-DME-0706



GOL Transportes Aereos SA
Rua Tamoios, 246
Jardim Aeroporto
Sao Paulo - SP
04630-000 - Brazil

Subject:         Purchase Right Aircraft

Reference:       Purchase Agreement No. 2910 (the Purchase Agreement)
                 between The Boeing Company (Boeing) and GOL Transportes
                 Aereos SA (Customer) relating to Model 737-8EH aircraft
                 (the Aircraft)


This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.

In accommodation of Customer's expressed desires for aircraft delivery
flexibility, Customer and Boeing have reached agreement regarding certain
modifications to the Agreement as set forth below:

1.       Purchase Right Aircraft Delivery Timing

Boeing offers Customer twenty (20) model 737-8EH purchase right aircraft; with
delivery of all such purchase right aircraft to occur not later than 31 December
2010 at a rate of not more than five (5) per year, with firm purchase exercise
requirements as follows:

<TABLE>
<CAPTION>
Number                    Exercise         Number           Exercise
of aircraft                 Date           of aircraft        Date
-----------               --------         -----------      --------
<S>                       <C>              <C>              <C>
                                           4                June 2007
5                         June 2005        5                June 2008
4                         June 2006        2                June 2009
</TABLE>


P.A. No. 2910                                                                AMX
<PAGE>
Letter Agreement NO. 6-1162-DME-0706
GOL Transportes Aereos SA                                                 Page 2


All purchase right aircraft are offered on a subject-to-availability-of-position
(STAP) basis, and will retain the same Model 737-8EH configuration and detail
specification as that described in Exhibit A to the Purchase Agreement, with the
exception of any detail special feature changes as may be mutually agreed. With
the firm exercise of each purchase right, Boeing offers Customer the ability to
add a one-for-one additional purchase right aircraft, to a maximum of eight (8)
such additional purchase right aircraft, with any such additional purchase right
aircraft to also be STAP and exercised not later than 01 June 2009 for delivery
not later than 31 December 2010. Should Customer choose not to exercise some or
all of the offered purchase right aircraft in any given calendar year, such
un-exercised purchase right aircraft will be cancelled and not be available for
later exercise.

2.       Purchase Right Aircraft Exercise and Business Terms.

Customer may exercise a purchase right aircraft by providing Boeing with written
notice not later than the first business day of the exercise month above
described, which will be not less than fifteen (15) months prior to the
requested aircraft delivery position, with not more than two (2) requested
aircraft to be delivered in any one month. Boeing will, within thirty (30) days
of Customer's notice to exercise a purchase right aircraft, notify Customer of
the availability of such requested delivery position as well as alternative
delivery positions, and within such thirty (30) day period the Purchase
Agreement will be amended to incorporate the agreed upon additional firm
purchased aircraft.

The same base price and business terms as those described in the reference
Purchase Agreement will apply to any such model 737-8EH purchase right aircraft
delivering before 31 December 2010. However, Boeing does retain the right to
increase the basic aircraft price to accommodate any mandated government or
other changes made necessary for reasons of improving safety-of-flight and/or
retention of the aircraft certificate of airworthiness.

At the time of Customer's exercise of a purchase right aircraft, such aircraft
will then become a firmly contracted aircraft and will require Customer's
payment within 5 business days any advance payments due at time of exercise, per
the terms of the Purchase Agreement and/or Letter Agreement No, 6-1162-DME-0707
as well as any further advance payments as may be due per the terms of the
advance payment schedule described therein.

3.       Firm Aircraft Termination - Excusable Delay.

If any firm Aircraft are terminated by Boeing from this Purchase Agreement under
Article 7, Excusable Delay, the number of Purchase Right Aircraft available to
Customer under this Letter Agreement shall remain unchanged. If any firm
Aircraft are terminated by Customer from this Purchase Agreement under Article


P.A. No. 2910                                                                AMX
<PAGE>
Letter Agreement NO. 6-1162-DME-0706
GOL Transportes Aereos SA                                                 Page 2


7 for reasons other than a labor strike or labor slowdown the number of Purchase
Right Aircraft shall be reduced by the same number as firm Aircraft terminated.

4.       Confidential Treatment.

Customer understands that certain commercial and financial information contained
in this Letter Agreement and any attachment(s) hereto are considered by Boeing
as confidential. Customer agrees that it will treat this Letter Agreement and
the information contained herein as confidential and will not, without the prior
written consent of Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity.

Very truly yours,

THE BOEING COMPANY


By
  -----------------------------------


Its           Attorney-In-Fact
   ----------------------------------


ACCEPTED AND AGREED TO this

Date:                                 2004
      -------------------------------


GOL TRANSPORTES AEREOS SA


By
  -----------------------------------


Its
   ----------------------------------

Witness:

-------------------------------------


-------------------------------------



P.A. No. 2910                                                                AMX
<PAGE>
6-1162-DME-0708



GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil

Subject:         Technical Matters

Reference:       Purchase Agreement No. 2910 (the Purchase Agreement)
                 between The Boeing Company (Boeing) and GOL Transportes
                 Aereos SA (Customer) relating to Model 737-8EH aircraft
                 (the Aircraft)


This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.

1.       SHORT FIELD PERFORMANCE IMPROVEMENTS -  MODEL 737-8EH

In response to Customer's operational requirements at certain commercial
airfield locations, Boeing has developed a short field performance improvement
package. Boeing will develop, test, certify, and provide, as solely determined
by Boeing, such reasonable performance improvements with the delivery of each
Aircraft, or as necessary, on a post-delivery basis through a certified
modification kit. It is currently expected and understood that such improvements
will be available to support the delivery of each of Customer's Aircraft.
Additionally, Boeing will, with reasonable efforts, plan to make such
improvements to also be available to support Customer's potential exercise of a
purchase right aircraft that may deliver as early as April of calendar year
2006. Boeing does not expect that such improvements will be available prior to
April of 2006. The availability of such


P.A. No. 2910
GOT
<PAGE>
GOL Transportes Aereos SA
Letter Agreement NO. 6-1162-DME-0708                                      Page 2


improvements, to support a potential purchase right aircraft delivery as early
as April 2006, requires that Customer and Boeing have achieved a firm, signed
definitive Purchase Agreement for the Aircraft on or before 28 May 2004, and
that the availability of such improvements will be subject to Boeing's
re-evaluation if such definitive Purchase Agreement has not been reached by such
date.

Such short field performance improvements for the Model 737-8EH Aircraft are
contingent upon Customer's acceptance of Boeing's two-position tail skid
optional feature. Such two-position optional feature is priced in the amount of
$252,400 (in July 2003 $'s, subject to escalation to time of delivery of each
Aircraft).

If, during the course of Boeing's development, certification, and other efforts,
required to provide such performance improvements it becomes necessary for such
improvements to be either ground or flight tested on an aircraft, Customer
agrees that Boeing may utilize Customer's Aircraft to accomplish such testing.
Customer further agrees to take delivery of any such Aircraft utilized to
accomplish such test requirements, without adjustment to the delivery price of
such Aircraft.

2.       SPECIAL FEATURE - HEAD-UP DISPLAY (HUD)

Customer wishes, and Boeing agrees, to delay its decision regarding the addition
of the optional special feature Head-Up Display until not later than 01 July
2005, and for Boeing to hold the current pricing, in July 2003 Dollars, as
follows:

Change no. 3436A218A66    Partial Provisions               $80,500 (STE)
Change no. 3436A218A67    Installation - BFE equipment     No Charge

3.       CONFIDENTIAL TREATMENT

The Parties understand that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential. The
Parties agree that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.


P.A. No. 2910
GOT
<PAGE>
GOL Transportes Aereos SA
Letter Agreement NO. 6-1162-DME-0708                                      Page 3


Very truly yours,

THE BOEING COMPANY




By
  -----------------------------------


Its           Attorney-In-Fact
   ----------------------------------


ACCEPTED AND AGREED TO this

Date:                                , 2004
      -------------------------------


GOL TRANSPORTES AEREOS SA




By
  -----------------------------------


Its
   ----------------------------------


Witness:

-------------------------------------

-------------------------------------


P.A. No. 2910
GOT
<PAGE>
6-1162-DME-0710


GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil

Subject:    Aircraft Performance Guarantees

Reference:  Purchase Agreement No. 2910 (the Purchase Agreement) between
            The Boeing Company (Boeing) and GOL Transportes Aereos SA
            (Customer) relating to Model 737-8EH aircraft (the Aircraft)


This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.

Boeing agrees to provide Customer with the performance guarantees in the
Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer.

         Confidential Treatment.

The Parties understand and agrees that certain commercial and financial
information contained in this Letter Agreement, any attachment(s) hereto, or any
other information related to this Letter Agreement, are considered by Boeing as
confidential. The Parties agree that it will treat this Letter Agreement and the
information contained herein as confidential and will not, without the prior
written consent of Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity.


P.A. No. 2910
<PAGE>
GOL Transportes Aereos SA
Letter Agreement NO. 6-1162-DME-0710                                      Page 2


Very truly yours,


THE BOEING COMPANY




By
  -----------------------------------


Its           Attorney-In-Fact
   ----------------------------------


ACCEPTED AND AGREED TO this
Date:                                , 2004
      -------------------------------


GOL TRANSPORTES AEREOS SA




By
  -----------------------------------


Its
   ----------------------------------

Witness:

-------------------------------------

-------------------------------------


P.A. No. 2910
<PAGE>
Attachment A to
6-1162-DME-0713
GOL Transportes Aereos SA

<TABLE>
<CAPTION>

Aircraft Delivery
Month & Year                                  MTOW
------------                                  ----
<S>                <C>                      <C>
July               2007                     155,500
October            2007                     155,500
November           2007                     155,500
November           2007                     155,500
December           2007                     155,500
December           2007                     155,500

January            2008                     155,500
January            2008                     155,500
April              2008                     155,500
August             2008                     155,500
October            2008                     155,500

February           2009                     155,500
February           2009                     155,500
August             2009                     155,500
September          2009                     155,500
</TABLE>

                                                                               1
<PAGE>
                           737 Tailored Weight Program
                          Subfleet Utilization Example


Dispatch Data

<TABLE>
<CAPTION>
                                                                                             BH per Subfleet
Flight No.    Date           From        To         BH           147K     140K      133K      147K     140K      133K
----------    ----           ----        --         --           ----     ----      ----      ----     ----      ----
<S>           <C>            <C>         <C>        <C>         <C>       <C>       <C>       <C>      <C>       <C>
1             12/1/2004      ATL         LAX        5.3         143.2                         5.3
2             12/1/2004      ATL         LAS        4.8         140.5                         4.8
3             12/1/2004      ATL         DEN        3.5                   133.5                         3.5
4             12/1/2004      BWI         MCO        2.4                             128.4                        2.4
5             12/1/2004      BWI         BOS        1.4                             125.4                        1.4
6             12/1/2004      LAX         ATL        4.4                   138.4                         4.4
7             12/1/2004      LAS         ATL        4.0                   136.3                         4.0
8             12/1/2004      DEN         ATL        2.9                             130.8                        2.9
9             12/1/2004      MCO         BWI        2.2                             127.6                        2.2
10            12/1/2004      BOS         BWI        1.5                             125.7                        1.5
1             12/2/2004      ATL         LAX        5.3         142.9                         5.3
2             12/2/2004      ATL         LAS        4.8                   139.6                         4.8
3             12/2/2004      ATL         DEN        3.5                   133.2                         3.5
4             12/2/2004      BWI         MCO        2.4                             126.2                        2.4
5             12/2/2004      BWI         BOS        1.4                             125.0                        1.4
6             12/2/2004      LAX         ATL        4.4                   137.9                         4.4
7             12/2/2004      LAS         ATL        4.0                   135.8                         4.0
8             12/2/2004      DEN         ATL        2.9                             130.5                        2.9
9             12/2/2004      MCO         BWI        2.2                             126.2                        2.2
10            12/2/2004      BOS         BWI        1.5                             124.3                        1.5
1             12/3/2004      ATL         LAX        5.3         143.1                         5.3
2             12/3/2004      ATL         LAS        4.8                   139.5                         4.8
3             12/3/2004      ATL         DEN        3.5                             130.2                        3.5
4             12/3/2004      BWI         MCO        2.4                             127.6                        2.4
5             12/3/2004      BWI         BOS        1.4                             122.5                        1.4
6             12/3/2004      LAX         ATL        4.4                   137.0                         4.4
7             12/3/2004      LAS         ATL        4.0                   136.1                         4.0
8             12/3/2004      DEN         ATL        2.9                             130.8                        2.9
9             12/3/2004      MCO         BWI        2.2                             128.0                        2.2
10            12/3/2004      BOS         BWI        1.5                             126.2                        1.5
1             12/4/2004      ATL         LAX        5.3         142.6                         5.3
2             12/4/2004      ATL         LAS        4.8         140.4                         4.8
3             12/4/2004      ATL         DEN        3.5                   135.6                         3.5
4             12/4/2004      BWI         MCO        2.4                             124.6                        2.4
5             12/4/2004      BWI         BOS        1.4                             122.0                        1.4
6             12/4/2004      LAX         ATL        4.4                             131.2                        4.4
7             12/4/2004      LAS         ATL        4.0                   135.4                         4.0
8             12/4/2004      DEN         ATL        2.9                             129.6               2.9
9             12/4/2004      MCO         BWI        2.2                             124.5                        2.2
10            12/4/2004      BOS         BWI        1.5                             117.8                        1.5
1             12/5/2004      ATL         LAX        5.3                   138.9                         5.3
2             12/5/2004      ATL         LAS        4.8                   137.6                         4.8
3             12/5/2004      ATL         DEN        3.5                             130.2                        3.5
4             12/5/2004      BWI         MCO        2.4                             127.8                        2.4
5             12/5/2004      BWI         BOS        1.4                             123.6                        1.4
6             12/5/2004      LAX         ATL        4.4                   136.6                         4.4
7             12/5/2004      LAS         ATL        4.0                   134.1                         4.0
8             12/5/2004      DEN         ATL        2.9                             126.5                        2.9
9             12/5/2004      MCO         BWI        2.2                             126.6                        2.2
10            12/5/2004      BOS         BWI        1.5                             122.1                        1.5
1             12/6/2004      ATL         LAX        5.3         141.6                         5.3
2             12/6/2004      ATL         LAS        4.8         140.1                         4.8
3             12/6/2004      ATL         DEN        3.5                   133.4                         3.5
4             12/6/2004      BWI         MCO        2.4                             121.2                        2.4
</TABLE>
<PAGE>
                           737 Tailored Weight Program
                          Subfleet Utilization Example

<TABLE>
<CAPTION>
                                                                                             BH per Subfleet
Flight No.    Date           From        To         BH           147K     140K      133K      147K     140K      133K
----------    ----           ----        --         --           ----     ----      ----      ----     ----      ----
<S>           <C>            <C>         <C>        <C>         <C>       <C>       <C>       <C>      <C>       <C>
5             12/6/2004      BWI         BOS        1.4                             119.3                        1.4
6             12/6/2004      LAX         ATL        4.4                   135.2                         4.4
7             12/6/2004      LAS         ATL        4.0                             127.9                        4.0
8             12/6/2004      DEN         ATL        2.9                             129.0                        2.9
9             12/6/2004      MCO         BWI        2.2                             120.4                        2.2
10            12/6/2004      BOS         BWI        1.5                             119.6                        1.5
1             12/7/2004      ATL         LAX        5.3                   136.5                         5.3
2             12/7/2004      ATL         LAS        4.8         140.5                         4.8
3             12/7/2004      ATL         DEN        3.5                             130.7                        3.5
4             12/7/2004      BWI         MCO        2.4                             128.0                        2.4
5             12/7/2004      BWI         BOS        1.4                             118.6                        1.4
6             12/7/2004      LAX         ATL        4.4                             129.8                        4.4
7             12/7/2004      LAS         ATL        4.0                             128.7                        4.0
8             12/7/2004      DEN         ATL        2.9                   137.6                         2.9
9             12/7/2004      MCO         BWI        2.2                             125.6                        2.2
10            12/7/2004      BOS         BWI        1.5                             123.7                        1.5

Total BH                                            227.2                                     45.7     86.8      94.7
Percentage of Fleet Utilization                     100.0%                                   20.1%     38.2%    41.7%

Total Fleet Size                                    8
Equivalent Aircraft Utilized                                                                  1.6       3.1      3.3
</TABLE>
<PAGE>
                           737 Tailored Weight Program
                          Subfleet Utilization Example


Subfleet Weights Revised to Accommodate Increased Utilization

<TABLE>
<CAPTION>
                                                                                       BH per Subfleet
Flight No.    Date           From        To         BH           147K     142K      136K     147K     140K      133K
----------    ----           ----        --         --           ----     ----      ----     ----     ----      ----
<S>           <C>            <C>         <C>        <C>         <C>       <C>      <C>      <C>      <C>       <C>
1             12/1/2004      ATL         LAX        5.3         143.2                        5.3
2             12/1/2004      ATL         LAS        4.8                   140.5                        4.8
3             12/1/2004      ATL         DEN        3.5                            133.5                        3.5
4             12/1/2004      BWI         MCO        2.4                            128.4                        2.4
5             12/1/2004      BWI         BOS        1.4                            125.4                        1.4
6             12/1/2004      LAX         ATL        4.4                   138.4                        4.4
7             12/1/2004      LAS         ATL        4.0                   136.3                        4.0
8             12/1/2004      DEN         ATL        2.9                            130.8                        2.9
9             12/1/2004      MCO         BWI        2.2                            127.6                        2.2
10            12/1/2004      BOS         BWI        1.5                            125.7                        1.5
1             12/2/2004      ATL         LAX        5.3         142.9                        5.3
2             12/2/2004      ATL         LAS        4.8                   139.6                        4.8
3             12/2/2004      ATL         DEN        3.5                            133.2                        3.5
4             12/2/2004      BWI         MCO        2.4                            126.2                        2.4
5             12/2/2004      BWI         BOS        1.4                            125.0                        1.4
6             12/2/2004      LAX         ATL        4.4                   137.9                        4.4
7             12/2/2004      LAS         ATL        4.0                            135.8                        4.0
8             12/2/2004      DEN         ATL        2.9                            130.5                        2.9
9             12/2/2004      MCO         BWI        2.2                            126.2                        2.2
10            12/2/2004      BOS         BWI        1.5                            124.3                        1.5
1             12/3/2004      ATL         LAX        5.3         143.1                        5.3
2             12/3/2004      ATL         LAS        4.8                   139.5                        4.8
3             12/3/2004      ATL         DEN        3.5                            130.2                        3.5
4             12/3/2004      BWI         MCO        2.4                            127.6                        2.4
5             12/3/2004      BWI         BOS        1.4                            122.5                        1.4
6             12/3/2004      LAX         ATL        4.4                   137.0                        4.4
7             12/3/2004      LAS         ATL        4.0                   136.1                        4.0
8             12/3/2004      DEN         ATL        2.9                            130.8                        2.9
9             12/3/2004      MCO         BWI        2.2                            128.0                        2.2
10            12/3/2004      BOS         BWI        1.5                            126.2                        1.5
1             12/4/2004      ATL         LAX        5.3         142.6                        5.3
2             12/4/2004      ATL         LAS        4.8                   140.4                        4.8
3             12/4/2004      ATL         DEN        3.5                            135.6                        3.5
4             12/4/2004      BWI         MCO        2.4                            124.6                        2.4
5             12/4/2004      BWI         BOS        1.4                            122.0                        1.4
6             12/4/2004      LAX         ATL        4.4                            131.2                        4.4
7             12/4/2004      LAS         ATL        4.0                            135.4                        4.0
8             12/4/2004      DEN         ATL        2.9                            129.6                        2.9
9             12/4/2004      MCO         BWI        2.2                            124.5                        2.2
10            12/4/2004      BOS         BWI        1.5                            117.8                        1.5
1             12/5/2004      ATL         LAX        5.3                   138.9                        5.3
2             12/5/2004      ATL         LAS        4.8                   137.6                        4.8
3             12/5/2004      ATL         DEN        3.5                            130.2                        3.5
4             12/5/2004      BWI         MCO        2.4                            127.8                        2.4
5             12/5/2004      BWI         BOS        1.4                            123.6                        1.4
6             12/5/2004      LAX         ATL        4.4                   136.6                        4.4
7             12/5/2004      LAS         ATL        4.0                            134.1                        4.0
8             12/5/2004      DEN         ATL        2.9                            126.5                        2.9
9             12/5/2004      MCO         BWI        2.2                            126.6                        2.2
10            12/5/2004      BOS         BWI        1.5                            122.1                        1.5
1             12/6/2004      ATL         LAX        5.3                   141.6                        5.3
2             12/6/2004      ATL         LAS        4.8                   140.1                        4.8
</TABLE>
<PAGE>
                           737 Tailored Weight Program
                          Subfleet Utilization Example



<TABLE>
<CAPTION>
                                                                                       BH per Subfleet
Flight No.    Date           From        To         BH           147K     142K      136K     147K     140K      133K
----------    ----           ----        --         --           ----     ----      ----     ----     ----      ----
<S>           <C>            <C>         <C>        <C>         <C>       <C>      <C>      <C>      <C>       <C>
3             12/6/2004      ATL         DEN        3.5                            133.4                        3.5
4             12/6/2004      BWI         MCO        2.4                            121.2                        2.4
5             12/6/2004      BWI         BOS        1.4                            119.3                        1.4
6             12/6/2004      LAX         ATL        4.4                            135.2                        4.4
7             12/6/2004      LAS         ATL        4.0                            127.9                        4.0
8             12/6/2004      DEN         ATL        2.9                            129.0                        2.9
9             12/6/2004      MCO         BWI        2.2                            120.4                        2.2
10            12/6/2004      BOS         BWI        1.5                            119.6                        1.5
1             12/7/2004      ATL         LAX        5.3                   136.5                        5.3
2             12/7/2004      ATL         LAS        4.8                   140.5                        4.8
3             12/7/2004      ATL         DEN        3.5                            130.7                        3.5
4             12/7/2004      BWI         MCO        2.4                            128.0                        2.4
5             12/7/2004      BWI         BOS        1.4                            118.6                        1.4
6             12/7/2004      LAX         ATL        4.4                            129.8                        4.4
7             12/7/2004      LAS         ATL        4.0                            128.7                        4.0
8             12/7/2004      DEN         ATL        2.9                   137.6                        2.9
9             12/7/2004      MCO         BWI        2.2                            125.6                        2.2
10            12/7/2004      BOS         BWI        1.5                            123.7                        1.5

Total BH                                            227.2                                    21.2     78.0     127.9
Percentage of Fleet Utilization                     100.0%                                   9.3%     34.3%    56.3%

Total Fleet Size                                    8
Equivalent Aircraft Utilized                                                                 0.7       2.7      4.5
</TABLE>
<PAGE>
737-800 TAILORED WEIGHT PROGRAM
Audit Examples

<TABLE>
<S>                                                                                         <C>         <C>
Weight Categories                                                                           155,500     172,500
Subfleet plan during audit period                                                                13           2

CASE 1
Equivalent Aircraft Utilized (as calculated by audit)                                          13.2         1.8
Required Subfleet Changes                                                                         0           0
Resulting Subfleet                                                                               13           2
Explanation:  No change required.


CASE 2
Equivalent Aircraft Utilized (as calculated by audit)                                          12.6         2.4
Required Subfleet Changes                                                                        -1           1
Resulting Subfleet                                                                               12           3
Explanation:  Must purchase one additional aircraft at highest MTOW category.
              Possibly, a third MTOW category could be added, such as 163,000,
              to which one aircraft would be attached, rather than one
              additional in the maximum category. Higher weight category must
              round up to the next whole a/c and the lower wight categoy adjusts
              downward by one a/c.

CASE 3
Equivalent Aircraft Utilized (as calculated by audit)                                          14.1         0.9
Required Subfleet Changes                                                                         0           0
Resulting Subfleet                                                                               13           2
Explanation:  No change required.  Note that MTOW that has been purchased cannot be
              credited or returned, although the AFM/placard designations may be reduced.
</TABLE>

GOL Transportes Aereos SA
Attachment B to Letter Agreement No.
6-1162-DME-0713



<PAGE>
6-1162-DME-0707



GOL Transportes Aereos SA
Rua Tamoios, 246
Jardim Aeroporto
Sao Paulo - SP
04630-000 - Brazil



Subject:       Advance Payment Matters

Reference:     Purchase Agreement No. 2910 (the Purchase Agreement) between The
               Boeing Company (Boeing) and GOL Transportes Aereos SA (Customer)
               relating to Model 737-8EH aircraft (the Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.

Customer and Boeing have reached agreement regarding certain modifications to
the Agreement as set forth below:

1.   Advance Payment Schedule:
     -------------------------

     Notwithstanding the advance payment schedule set forth in Table 1 of the
Purchase Agreement, Boeing agrees that Customer may make Advance Payments for
the Aircraft, in accordance with the schedule below described, subject to the
terms and conditions further described herein:

<Table>
<Caption>
Months Prior to                     Amount Due per Aircraft
Aircraft Delivery                        (Percent times
-----------------                  Advance Payment Base Price)
                                   ---------------------------
<S>                                <C>
Definitive Agreement
     *                                   *
     *                                   *
     *                                   *
     *                                   *
                                       -----
                                         *
</Table>


<PAGE>
Letter Agreement No. 6-1162-DME-0707
GOL Transportes Aereos SA                                                 Page 2

2.   DEFERRAL CHARGES ON DEFERRED ADVANCE PAYMENTS:
     ---------------------------------------------

     The foregoing advance payment schedule constitutes a deferral of certain
amounts due Boeing pursuant to the advance payment schedule as set forth in
Table 1 of the Purchase Agreement. Accordingly, Customer shall pay deferral
charges to Boeing on all such deferred amounts of the advance payments for the
Aircraft, as described herein.

Interest will be calculated and paid on the deferred advance payments. Interest
on the deferred advance payments will accrue at an annual rate equal to the
90-day LIBOR rate as published in the Wall Street Journal, U.S. Edition, and
reset quarterly, calculated in arrears, plus 3.0%. This deferral charge will be
calculated on a 365/366 day year.

Deferral charge payments will be due on the first business day of each calendar
quarter, for the previous calendar quarter, and will be computed on the basis of
the actual number of elapsed days for the period commencing on the date such
deferred amounts would have been due and terminating on the date of delivery of
the designated Aircraft.

Further to the above, following the calculation method stated above, all such
calendar quarter deferral charge payments shall be further deferred such that
all deferral charge payments for all of the designated Aircraft will be made at
the time of each such designated Aircraft delivery. Any remaining unpaid
deferral charge payments for such Aircraft are due and payable at the delivery
of the designated Aircraft.

3.   RE-SCHEDULING OF AIRCRAFT:
     --------------------------

In the event of a re-schedule, to a later delivery position, of any of the
Aircraft under the terms of the Agreement, Boeing will recalculate the amount of
advance payments and deferral charges due from Customer under the above
described deferred Advance Payment Schedule after giving effect to such
re-scheduling and, without interest, refund to Customer within 5 business days
any amounts held by Boeing in excess of such recalculated amounts.

In the event of a re-schedule, except as provided for in Article 2 of the
Purchase Agreement, to an earlier delivery position, of any of the Aircraft
under the terms of the Agreement, Boeing will recalculate the amount of advance
payments due from Customer under the above described deferred Advance Payment
Schedule after giving effect to such re-scheduling and Customer will make
immediate payment to Boeing of any amounts due within 5 business days, without
any additional interest or other charges, as a result of such recalculated
amounts applicable to such accelerated delivery position.

In the event that previously paid advance payments are to be returned to
Customer pursuant to the contract termination terms and conditions of the
Aircraft General Terms Agreement or Purchase Agreement, any accrued but unpaid
advance payment deferral charges will be removed and cancelled.
<PAGE>
Letter Agreement No. 6-1162-DME-0707
GOL Transportes Aereos SA                                                 Page 3


4.   CONFIDENTIAL TREATMENT:

The Parties understand that certain commercial and financial information
contained in this Letter Agreement and attachments hereto are considered by
Boeing as confidential. The Parties agree that it will treat this Letter
Agreement and the information contained herein as confidential and, except as
otherwise required by law, will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.


If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.

Very truly yours,

THE BOEING COMPANY



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


Its   Attorney-In-Fact
   --------------------------------



ACCEPTED AND AGREED TO this

Date: 17 May 2004
     -------------------



GOL TRANSPORTES AEREOS SA



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


Its   President
   --------------------------------

Witness:

/s/ [ILLEGIBLE]
-----------------------------------

[ILLEGIBLE]
-----------------------------------

P.A. No. 2910                                         GOT             [S A O G
                                                                     Legal Dept.
                                                                      Approved
                                                                         GOL
                                                                        SEAL]
<PAGE>
6-1162-DME-0712




GOL Transportes Aereos SA
Rua Tamoios 246
Jardim Aeroporto
Sao Paulo, SP 04630
Brazil



Subject:   Special Matters

Reference: Purchase Agreement No. 2910 (the Purchase Agreement) between The
           Boeing Company (Boeing) and GOL Transportes Aereos SA (Customer)
           relating to Model 737-8EH aircraft (Aircraft)



This letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.

1. BASIC CREDIT MEMORANDUM

Boeing will provide Customer with a Basic Credit Memoranda associated with the
purchase of the reference proposed Model 737-8EH Aircraft, or Model 737-8EH
purchase right aircraft. Such Basic Credit Memoranda will be * ($ * ), per
Aircraft and purchase right aircraft, subject to escalation to the time of
delivery of each such Aircraft and purchase right aircraft.

Such Basic Credit Memoranda will be issued concurrently with the delivery of
each of the Aircraft and/or purchase right aircraft, may not be assigned without
Boeing's expressed consent, and may be used for the final delivery purchase
payment, or for other Boeing goods and services, but not for advance payments.

<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 6-1162-DME-0712                                      Page 2

2. SPECIAL PROMOTION & COMMUNICATION SUPPORT

In addition to the Promotion Support Boeing will provide per the terms of Letter
Agreement No. 6-1162-DME-0711, Boeing offers Buyer additional special
promotional and communication support as a credit memoranda in the amount of *
($*) per Aircraft and purchase right aircraft, subject to escalation to the time
of each such Aircraft and purchase right aircraft delivery.

Such credit memoranda will be issued concurrently with the delivery of each of
the proposed reference Aircraft and purchase right aircraft, may not be assigned
without Boeing's expressed consent, and may be used for the final delivery
purchase payment, or for other Boeing goods and services, but not for advance
payments.

3. CUSTOMER SUPPORT - TRAINING

Boeing will provide Buyer with a special customer support credit memoranda in
the amount of * (*) per Aircraft and purchase right aircraft, subject to
escalation to the time of delivery of each such Aircraft and purchase right
aircraft.

Such special customer support credit memoranda will be issued concurrently with
the delivery of each of the Aircraft and purchase right aircraft, may not be
assigned without Boeing's expressed consent, and may be used for the final
delivery purchase payment, or for other Boeing goods and services, but not for
advance payments.

4. MODEL 737-8EH PERFORMANCE IMPROVEMENTS

In direct support of Customer's requirements for improvements to the Model
737-8EH performance in specific missions, Boeing will develop, test, certify,
and provide, per the terms of Letter Agreement No. 6-1162-DME-0708 to the
Purchase Agreement, and as solely determined by Boeing, all such reasonable
performance improvements with the delivery of each Aircraft, and purchase right
aircraft, or as necessary, on a post-delivery basis through a certified
modification kit. Such performance improvements will be provided in the form of
a priced optional feature to the basic Aircraft and purchase right aircraft, for
which Customer agrees such optional feature will be included in Exhibit A to the
Purchase Agreement.

Boeing will provide Customer a special Model 737-8EH performance improvement
credit memoranda, to offset such Exhibit A priced special feature, in



<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 6-1162-DME-0712                                      Page 3



the amount of *  ($ * ) per Aircraft, and purchase right aircraft,
subject to escalation to the time of delivery of each such Aircraft and purchase
right aircraft.

Such credit memoranda will be issued concurrently with the delivery of each of
the proposed reference Aircraft and purchase right aircraft, may not be
assigned without Boeing's expressed consent, and may be used for the final
delivery purchase payment, or for other Boeing goods and services, but not for
advance payments.

5.  LEASED BCC AIRCRAFT RESERVE REQUIREMENTS

Buyer has four (4) Model 737 aircraft that are under lease arrangements from the
Boeing Capital Corporation (BCC). Such lease agreements include a requirement
for airframe maintenance reserve payments by Buyer to BCC. With Buyer's firm
purchase of the Aircraft such airframe maintenance reserve payments will be
reduced, per the terms and conditions described in a letter agreement between
Customer and BCC, which BCC will provide under separate cover, to become
* ($ *  ) per flight hour.

6.  SPECIAL FLEET GROWTH ACKNOWLEDGMENT

As a special fleet growth acknowledgement for Customer's purchase of fifteen
(15) Model 737-8EH Aircraft, Boeing will provide Customer with a special credit
memoranda in the amount of * ($ * )
per Aircraft and purchase right aircraft, subject to escalation to the time of
delivery of each such Aircraft and purchase right aircraft.

Such special fleet growth credit memoranda will be issued concurrently with the
delivery of each of the proposed reference Aircraft and purchase right aircraft,
may not be assigned without Boeing's expressed consent, and may be used for the
final delivery purchase payment, or for other Boeing goods and services, but not
for advance payments.

7.  ASSIGNMENT

The Credit Memoranda described in this Letter Agreement are provided only as a
special financial accommodation to Customer in consideration of Customer's
becoming the operator of the Aircraft, and cannot be assigned, in whole or in
part, without the prior written consent of The Boeing Company.

<PAGE>
GOL Transportes Aereos SA
Letter Agreement No. 6-1162-DME-0712                                      Page 4


8. CONFIDENTIAL TREATMENT

Customer and Boeing each understands that certain commercial and financial
information contained in this Letter Agreement are considered by both Customer
and Boeing as confidential. Customer and Boeing agree that each will treat this
Letter Agreement and the information contained herein as confidential and,
except as otherwise required by law, will not, without the prior written
consent of the other party, disclose this Letter Agreement or any information
contained herein to any other person or entity.

Very truly yours,

THE BOEING COMPANY


By /s/ ILLEGIBLE
  -----------------------------

Its Attorney-In-Fact
   ----------------------------


ACCEPTED AND AGREED TO this

Date: 17 May, 2004

GOL TRANSPORTES AEREOS SA


By /s/ ILLEGIBLE
  -----------------------------

Its President
   ----------------------------

Witness:

/s/ ILLEGIBLE
-------------------------------

/s/ ILLEGIBLE
-------------------------------