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Exhibit 10.11.3    
    


 
  Special Business Provisions
  BBJ Auxiliary Fuel System
  Addendum 6-5723-03-064
  April 16, 2003    
    


Boeing
and PATS, Inc. agree to modify the existing Special Business Provisions with an addendum addressing; settlement for unrecovered non-recurring costs, unit pricing, quantity,
rate, contract term, delivery schedule, nature of contract, lead-time, aircraft downtime, and liquidated damages. 



This
addendum includes the following equipment and services; auxiliary fuel system (AFS), AFS installation, winglet installation, navlink kit and installation, service bulletin for tank conversion
(does not include additional tanks), smoke and fire kit, smoke and fire installation, BBJ2 structural installation kit, and BBJ2 structural installation. 



	1.
	Settlement for Unrecovered Non-recurring Costs





Boeing
to issue Purchases order for BBJ Auxiliary Fuel System unrecovered non-recurring for the amounts of $4,218,000 to be payable upon reaching an agreement, and $1,782,000 to be payable
1/1/2004. 



	2.
	Unit Pricing





Auxiliary
fuel system pricing is based on the default six tank configuration (two forward tanks and four aft tanks) for BBJ and BBJ2. The pricing for 737 AEW&C is based on a five tank configuration
(one forward tanks and four aft tanks). Pricing of AFS installations is based on the assumption that PATS will be the preferred BBJ Service Center. Pricing is retroactive to January 1, 2003.
Pricing and escalation shall be per Table I of this addendum. 



	3.
	Quantity, Rate and Term





The
guaranteed quantity of 120 shipsets will be extended though December 31, 2008 at six (6) shipsets per year. 



	4.
	Delivery





Boeing
to issue purchase orders for 6 auxiliary fuel systems to be fabricated between April 2003 and December 31, 2003, and 6 auxiliary fuel systems to be fabricated between
January 2004 and December 31, 2004. Boeing to issue Purchase orders for 12 smoke and fire suppression kits to be fabricated between April 2003 and December 31, 2004. 



	5.
	Nature of the Contract





Boeing
has the option to convert the existing contract to a requirement contract no earlier than January 1, 2005 with a twelve (12) month advance notice. Should Boeing elect to convert
the contract to a requirements contract settlement will be based on Table II of this addendum. 



	6.
	Lead-time



Requirements
contract lead-time on auxiliary fuel systems will be 12 months ARO. PATS requires 90 advance notification of aircraft installation input. 



	7.
	Downtime





Aircraft
installation downtime will be negotiated based on the hangar workload at time of input. 



	8.
	Liquidated Damages



PATS
is relieved from liquidated damages as stated in the GTA until such time that Boeing will purchase 17 auxiliary fuel systems for delivery in a twelve month period. 










	9.
	BBJ Support




BBJ
will support, with best efforts, helping PATS secure the KC767 Tanker auxiliary fuel system contract. 





All other terms and conditions remain unchanged from existing GTA and Special Business provisions  



	Boeing
 
	 	PATS, Inc.
 

	
 	
 	

 
	Peter M. Castner	 	George Toly
	
	 	

	Name	 	Name
	 	 	 
	/s/  PETER M. CASTNER      	 	/s/  GEORGE TOLY      
	
	 	

	Signature	 	Signature
	 	 	 
	Purchasing Agent	 	Vice President Sales, Marketing and Contracts
	
	 	

	Title	 	Title
	 	 	 
	Date: April 16, 2003	 	Date: April 16, 2003











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Exhibit 10.11.3


Special Business Provisions BBJ Auxiliary Fuel System Addendum 6-5723-03-064 April 16, 2003