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             LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD






                            K--C AVIATION, INC.



                        EXECUTED ON           , 1978






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                             TABLE OF CONTENTS
                             -----------------


Parties...........................................................     1

Section I.           Description of Leased Premises...............     1

Section II.1.        Primary Term and Extension...................     2

Section II.2.        Rental.......................................     4

Section II.3.        Use Of Premises..............................     5

Section II.4.        Maintenance and Repair of Premises...........     7

Section II.5.        Utilities....................................     8

Section II.6.        Inspection...................................     8

Section II.7.        Access to Premises...........................     8

Section II.8.        Taxes........................................     9

Section II.9.        Insurance....................................     9

Section II.10.       Liens........................................    10

Section II.11.       Termination by Lessor........................    12

Section II.12.       Remedies.....................................    14

Section II.13.       Termination by Lessee........................    15

Section II.14.       No Waiver of Right to Declare
                     Forfeiture...................................    17

Section II.15.       Lessee's Right to Remove Property............    17

Section II.16.       Surrender of Premises........................    18

Section II.17.       Indemnification..............................    18

Section II.18.       Assignment and Sublease......................    19

Section II.19        Right of First Refusal.......................    20

Section II.20.       Nondiscrimination............................    22

Section II.21.       Signs........................................    22

Section II.22.       Governmental Requirements - Rules and
                     Regulations..................................    23

Section II.23.       Venue........................................    23

Section II.24.       Successors and Assigns.......................    24

Section II.25.       Notices......................................    24

Section II.26.       Headings.....................................    24

Section II.27.       Counterparts.................................    24


<PAGE>


             LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD
             -------------------------------------------------


STATE OF TEXAS          )
                                    KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS        )



This LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD, made and entered
into by and between the CITY OF DALLAS, a municipal corporation, duly
organized and existing under the laws of the State of Texas (called
"Lessor"), owner of an airport in Dallas, Dallas County, Texas, known as
Dallas Love Field, and K-C AVIATION INC., a Delaware corporation, with its
principal offices at Outagamie Aiport, Appleton, Wisconsin 54911 (called
"Lessee").

                            W I T N E S S E T H:
                            --------------------

                                     I.

Lessor does hereby grant, lease and demise unto Lessee two (2) parcels of
real estate, the first parcel (called "Parcel A") is approximately
148,672.470 square feet of land within the boundaries of Love Field in the
City and County of Dallas, State of Texas, together with the improvements
thereon, including the following facilities:

     (1)  A hangar building containing approximately 35,475 square feet of
          floor space, with paved ramp area adjoining (called "Hangar
          Building").

     (2)  A prefabricated steel building approximately 175 feet long and 60
          feet wide (called "Cargo Building"), containing approximately
          10,500 square feet of floor space, which the parties agree may be
          removed by Lessee at its cost and relocated at Dallas Love Field
          as directed by Lessor.

This parcel is more particularly described on EXHIBIT A which is attached
hereto and made a part hereof for all purposes.

The second parcel (called "Parcel B") is approximately 247,059.302 square
feet of land within the boundaries of Love Field in the City and County of
Dallas, State of Texas, which is more particularly described on EXHIBIT B
which is attached hereto and made a part hereof for all purposes.

                                    II.

Lessor and Lessee agree that the terms, conditions and covenants of this
Lease are as follows:


1.   PRIMARY TERM AND EXTENSION

     (a)  This Lease shall be for a primary term of ten (10) years
          beginning February 1, 1978, and running through January 31, 1988.

     (b)  Lessee shall have an option to extend this Lease for four(4)
          additional terms of five (5) years each, the first extension term
          beginning on February 1, 1988. Each of the options may be
          exercised by Lessee by giving Lessor's Director of Aviation
          written notice sixty (60) days prior to the end of the then
          current term and by negotiating a mutually acceptable rental rate
          during such sixty (60) day period for such five year extension.
          The new rental rate will be based on comparable rates then
          prevailing for similar ground and buildings at comparable
          airports located in the Southwestern United States (Texas,
          Oklahoma, New Mexico, Louisiana and Arkansas) without
          consideration of leasehold improvements added by Lessee. Should
          Lessee fail to exercise any of its options to extend this Lease,
          Lessee shall no longer have an option to extend this Lease for
          subsequent five (5) year terms and this Lease shall thereupon
          terminate, provided, however, that Lessee may extend this Lease
          on either Parcel A, Parcel B, or both and if this Lease is
          extended on one parcel only, Lessee's options to extend this
          Lease will be extinguished only upon the parcel upon which Lessee
          did not exercise its option to extend.

     (c)  The parties acknowledge that Parcel A is subject to a lease dated
          December 14, 1977 between Lessor and ONE AVIATION PLACE, INC., a
          Texas corporation, whose principal offices are located at 900
          Southland Center, Dallas, Texas 75201 (called "One Aviation"),
          which lease One Aviation has applied to the Lessor for
          modification to exclude such Parcel A. In consideration of the
          relinquishment of One Aviation's rights to Parcel A, Lessor
          agrees that in the event of the cancellation or termination of
          this Lease for reason of default by either party or in the event
          Lessee shall fail to exercise any extension option on either
          Parcel, One Aviation, or its successors or assigns, shall have
          the first right, but not the obligation, to cure any default of
          Lessee or exercise such extension upon Parcel A, Parcel B, or
          both thereby assuming the obligations of Lessee under this Lease.
          One Aviation will have fifteen (15) days after receipt of notice
          from Lessor in which to exercise this first right. If One
          Aviation succeeds to Lessee's interest, Lessee shall be fully
          released from further liability hereunder, notwithstanding
          provisions to the contrary herein.

2.   RENTAL

     (a)  Subject to reduction pursuant to 2(c) below, the rental for each
          full year of this Lease during the primary term shall be
          $79,900.68 (calculated pursuant to 2(b) below) payable in equal
          monthly installments of $6,658.39. However, no rental shall be
          due from Lessee for either Parcel A or B until Lessor's Director
          of Aviation has determined that Lessee is beneficially occupying
          such Parcel and Lessee is advised accordingly in writing.

          By the first day of each month, Lessor shall forward to Lessee a
          written invoice covering such monthly period, which invoice shall
          be due and payable within ten (10) days after receipt thereof.
          Payments of such rent shall be made to the City of Dallas,
          Department of Aviation, Love Field Terminal Building, Dallas,
          Texas 75235.

     (b)  The amount of rent, as set forth in (a) of this Section, is based
          on the following rates and computations:

Type of                                     Annual Charge       Total Per
 Space                      Square Feet     Per Square Foot        Year
-------                     -----------     ---------------     ----------
Hangar Building              35,475              $1.00          $35,475.00
Cargo Bldg. Space            10,500              $0.90          $ 9,450.00
Unimproved Land
(aggregate of
Parcels A and B)            349,756.772          $0.10          $34,975.68
                                                                ----------

                                           TOTAL                $79,900.68

     (c)  Notwithstanding the foregoing, when the Cargo Building is removed
          by Lessee, the rental rate for the approximately 10,500 square
          feet of land occupied by the space of such building shall be
          reduced from $0.90 per square foot to $0.10 per square foot and
          the annual rental and monthly installments for the premises and
          the facilities shall be reduced accordingly beginning as of the
          first day of the month following removal of such building.

3.   USE OF PREMISES

     Lessee shall have the right to use the premises and facilities for
     fixed base operations, as follows:

     (a)  Maintenance and operation of a hangar, quarters, facilities and
          equipment required by Lessee in connection with the conduct of
          its general aviation business, including air cargo, air mail and
          air express, the receipt, distribution, manifesting, billing and
          storage of air cargo, air mail and air express and activities
          necessary or convenient in connection with the handling thereof,
          and operations, administrative and other offices. If Lessee
          commences the sale of aviation fuel at retail at Dallas Love
          Field, it shall prepare and submit reports indicating fuel flow
          fees and amounts for landing fees, on such forms and at such
          reasonable intervals as directed by Lessor's Director of
          Aviation.

     (b)  Parking, storage, loading, unloading and routine repairing,
          conditioning, sale and maintenance of aircraft and other
          equipment used in the operation of private, executive, charter or
          any other type of flight, the servicing of aircraft and other
          equipment, by truck or otherwise, with any fuel, or propellant,
          oil, greases, lubricants, or other supplies, and operation of a
          flight school.

     (c)  Storage, maintenance and servicing of ramp equipment and any
          other equipment, materials and supplies.

     (d)  Operation of employee facilities, including parking for
          automobiles and equipment and the operation of facilities to
          provide meals for its employees and guests.

     (e)  Constructing, erecting or otherwise obtaining additional
          buildings and facilities on the premises, at Lessee's sole cost
          and expense, subject to the prior written approval of Lessor's
          Director of Aviation, and upon such terms and conditions as may
          be set out in such approval. Such additional improvements shall
          become the property of Lessor when placed on the premises, unless
          either the Lessor grants to Lessee the right of removal in
          conjunction with its approval of plans for the same or Lessee
          terminates this Lease pursuant to Section II.13. Lessor agrees
          that no other rental for the premises and facilities, as
          hereinbefore set forth, will be charged Lessee in respect to its
          providing such other services and facilities for itself.

     (f)  Carrying on of any and all other operations and activities
          reasonably necessary or convenient to the conduct by Lessee of
          fixed base operations for general aviation purposes.

4.   MAINTENANCE AND REPAIR OF PREMISES

     While this Lease is in effect, the respective obligations of the
     parties for maintaining and repairing the premises shall be as
     follows:

     (a)  Lessee shall keep the premises and facilities in a clean and
          orderly condition. When Lessor calls Lessee's attention to
          deficiencies in this regard, Lessee shall promptly undertake
          corrective action.

     (b)  Lessee shall be responsible for maintenance and repair of the
          existing facilities and any additional ones constructed or
          installed by Lessee, including interior and exterior of buildings
          and the heating and air-conditioning systems therein, except that
          Lessee shall not be responsible for any damage due to ordinary
          wear, tear, deterioration, Lessor's acts, damage by war or damage
          due to nuclear hazards.

     (c)  Any damage, excessive wear, tear or deterioration caused by
          Lessor shall be repaired by Lessor at its cost within a
          reasonable time following the occurrence thereof and if Lessor
          does not make the necessary repairs or is not proceeding, in good
          faith, to do so after being notified in writing by Lessee of any
          such damage, Lessee may have such repairs made and may deduct the
          reasonable cost thereof from any rental payable to Lessor.

5.   UTILITIES

     Lessee shall be responsible for payment of the cost of all utility
     services used by Lessee upon the leased premises and shall make the
     deposits required in that connection where necessary.

6.   INSPECTION

     Lessor may enter the leased premises during business hours for any
     purpose connected either with the performance of its obligations
     hereunder, in the exercise of its governmental functions or to
     determine the condition of the leased premises from the standpoint of
     safety.

7.   ACCESS TO PREMISES

     Lessee shall have full and unrestricted access to and egress from the
     leased premises. In a manner consistent with Lessee's operation of its
     facilities, this privilege extends to Lessee's employees, customers,
     guests, and invitees as well as to Lessee's suppliers of materials and
     furnishers of service, its or their equipment, vehicles, machinery and
     other property.

8.   TAXES

     Lessee shall be responsible for the payment of all taxes on any
     equipment, inventory, and movable fixtures and furniture that Lessee
     places on the leased premises.

9.   INSURANCE

     During the primary term of this Lease or any extension hereof, Lessee
     shall comply with the following insurance requirements: 

     (a)  Lessee  shall  procure and maintain  fire and  extended  coverage
          insurance on the facilities located on the leased premises, in an
          amount to be agreed upon between Lessee and Lessor's  Director of
          Aviation,  but in no event  shall the amount of  coverage  on the
          existing  facilities  (excluding the Cargo Building when removed)
          be more  than the  reasonable  cost to  replace  them in the same
          condition as that on the date of execution hereof.

     (b)  Lessee shall maintain liability  insurance in the minimum amounts
          of $100,000 for each  person;  $1,000,000  for each  accident and
          $1,000,000 for property damage.

     (c)  Not later than the date of Lessee's occupancy  hereunder,  Lessee
          shall  provide  Lessor  with  appropriate   certificates  of  the
          required  insurance,  with a company or companies  acceptable  to
          Lessor,  evidencing  the  coverage  that  is in  effect  and  all
          policies of such insurance  shall name Lessor as  co-insured,  as
          its  interest may appear.  Each policy shall  provide that Lessor
          shall  be  given  fifteen  (15)  days  prior  written  notice  of
          cancellation of material  alteration of the insurance  covered by
          such policy.  According  to Sections 1 and 2 of Chapter  XXIII of
          Lessor's Charter,  any person who may have a claim against Lessor
          must file a written notice thereof with the City Secretary within
          six  (6)  months  after  the  injury  or  damage  occurs,   which
          requirement  cannot be waived by Lessee's insurance carrier or by
          any of Lessor's officials or employees.

     (d)  Any sublessee of the leased premises or of any part thereof shall
          be  required  by Lessee to  maintain  similar  fire and  extended
          coverage and liability insurance during the term of the sublease.

10.  LIENS

     (a)  Lessee  shall cause to be removed any and all liens of any nature
          arising  out  of  construction  performed  by it or  any  of  its
          contractors or  subcontractors  on the leased premises or arising
          out of the performance of any work or labor by it or them, or the
          furnishing  of any  material  to it or  them  for  use in  making
          improvements on said leased premises.

     (b)  In addition to the statutory  landlord's lien,  Lessor shall have
          at all times a valid  contractual lien for all rent and any other
          sums of  money  becoming  due  hereunder  from  Lessee,  upon all
          equipment,  fixtures,  furniture,  and other personal property of
          Lessee (excluding motor vehicles or aircraft) situated in or upon
          the  leased  premises,  subject  only to the rights of holders of
          vendor's and/or initial  mortgage liens thereon,  with respect to
          which Lessee,  upon request,  shall furnish Lessor evidence as to
          what property is so encumbered.  If there are rent arrearages, no
          property of Lessee not so subject to rights of prior  lienholders
          shall be removed by Lessee from the leased  premises  without the
          consent of Lessor's  Director of  Aviation  or his  successor  in
          function  until  such  arrearages  in rent as well as any and all
          other sums of money then due Lessor  hereunder  shall  first have
          been paid and discharged.

     (c)  Upon the occurrence of any of default (as hereafter specified) by
          Lessee,  Lessor may, in addition to any other  remedies  provided
          herein  or by law,  enter  upon  the  leased  premises  and  take
          possession  of any and all  equipment,  fixtures,  furniture  and
          other personal  property of Lessee situated on the premises,  not
          subject to rights of prior  lienholders and without liability for
          trespass or  conversion,  sell the same with or without notice at
          public or private sale,  with or without  having such property at
          the sale,  at which  Lessor or its  assignees  may  purchase  the
          property  and  apply  the  proceeds  therefrom,  less any and all
          expenses  connected with the taking of possession and sale of the
          property,  as a credit  against any sums due by Lessee to Lessor.
          Any surplus  shall be paid to Lessee and Lessee agrees to pay any
          deficiency forthwith.

     (d)  Lessee  shall not place on the  leased  premises  any  furniture,
          fixtures,  equipment or improvements  which would be subject to a
          lien of higher or equal  dignity that Lessor's  landlord's  lien,
          with the  exception  of vendor's  liens and/or  initial  mortgage
          liens.

11.  TERMINATION BY LESSOR

     Lessor reserves the right to terminate this Lease before the end of
     the primary or any extended term hereof if any of the following acts
     of default should occur:

     (a)  Lessee shall fail to make any payment due Lessor under this Lease
          on the date that same is due and such failure shall continue for
          a period of ten (10) days after receipt of written notice from
          Lessor advising of such failure. Such notice, if the failure
          remains uncorrected, shall be sufficient notice of termination of
          this Lease by Lessor.

     (b)  Lessee shall fail to comply with any term, condition or covenant
          of this Lease, other than one requiring payment to be made when
          due, and shall not have cured such failure within thirty (30)
          days after receipt of written notice from Lessor, or if such
          failure cannot reasonably be cured within the said thirty (30)
          day period and Lessee shall not have commenced to cure such
          failure within said thirty (30) days and shall not thereafter,
          with reasonable diligence and good faith, proceed to cure such
          failure.

     (c)  Lessee either shall become insolvent, shall make a transfer in
          fraud of creditors, shall make an assignment for the benefit of
          creditors, or shall have appointed a receiver or trustee for all
          or on substantially all of the assets of Lessee.

     (d)  Lessee shall file a voluntary petition under any section or
          chapter of the National Bankruptcy Act, as amended, or under any
          similar law or statute of the United States or any State thereof;
          or an involuntary petition in bankruptcy is filed against Lessee
          and is not dismissed within sixty (60) days after such filing.

     (e)  The management and/or ownership of Lessee should substantially
          change to such an extent as to result in unsatisfactory
          performance under this Lease.

     Should Lessor exercise its right in this Section, One Aviation shall
     be so notified.

12.  REMEDIES

     Upon the occurrence of any one of the acts of default giving Lessor
     the right to terminate this Lease, Lessor shall have the option to
     pursue the following remedy without any notice or demand other than as
     required in Section II.11 above. To terminate this Lease, in which
     event Lessee shall immediately surrender the leased premises to
     Lessor, and if Lessee fails so to do, Lessor may, without prejudice to
     any other remedy which it may have for possession or arrearages in
     rent, enter upon and take possession of the leased premises and expel
     or remove Lessee and any other person who may be occupying said
     premises or any part thereof, by force if necessary, without being
     liable to Lessee for prosecution or any claim for damages therefor.

     Lessor's pursuit of the foregoing remedy shall not preclude pursuit of
     any of the other remedies herein provided or any other remedies
     provided by law, nor shall pursuit of any remedy herein provided
     constitute a forfeiture or waiver of any rent due Lessor or of any
     damages accruing to Lessor by reason of the violation of any of the
     terms, conditions and convenants herein contained. If legal action is
     required to enforce any of such remedies, Lessor shall also be
     entitled to reasonable attorney's fees.

13.  TERMINATION BY LESSEE

     Before the end of either the primary term or any extension hereof,
     Lessee may terminate this Lease and any or all of its obligations
     hereunder at any time that Lessee is not in default in the payment of
     any amount due Lessor, by giving Lessor sixty (60) days written notice
     upon or after the happening of any one of the following events:

     (a)  The issuance by any court of competent jurisdiction of any order
          preventing or restraining the use of Love Field Airport for the
          purposes intended, the same apparently to remain in force and
          effect for a period of ninety (90) consecutive days or more. For
          that period of time that such order so preventing or restraining
          the use of Love Field is in effect prior to Lessee's termination
          of this Lease, the rental required of Lessee shall be abated.

     (b)  The assumption by the United States Government or any agency or
          instrumentality thereof of the operation, control or use of Love
          Field for National defense in such a manner as to preclude
          Lessee, for a period of ninety (90) consecutive days or more,
          from using such airport in the conduct of its business. Lessor
          shall not be liable to Lessee if the latter is so dispossessed,
          but for any time that such takes place prior to Lessee's
          termination of this Lease, the rental required of Lessee shall be
          abated.

     (c)  A material default on the part of the Lessor to meet and observe
          any of the covenants herein contained, if such default has
          continued for a period of sixty (60) days or more after written
          notice to Lessor by Lessee, unless Lessor has begun, and is
          continuing, in good faith, to remedy the default in such
          interval. The rental required of Lessee shall abate during the
          entire period when Lessor has committed such material default and
          if legal action is required to remedy such default, Lessee shall
          be entitled to reasonable attorney's fees in addition to any
          judgment, order, or award entered for Lessee.

     (d)  In the event the premises, existing facilities or Lessee's
          leasehold improvements, or any part thereof, are rendered wholly
          or partially untenantable for reasons other than obsolescence,
          acts or omissions of Lessee, its officers, employees, agents,
          guests, patrons, invitees, suppliers of materials or furnishers
          of services, and such remain untenantable for a period of sixty
          (60) consecutive days or more. The rental required of Lessee
          shall abate during the entire period of untenantablity.

     (e)  This Lease may, at Lessee's option, be terminated upon either
          Parcel A, B or both, at any time prior to June 1, 1978, without
          future liability, if at any time prior to the date of termination
          it appears to Lessee that either the Jetrail owned by BRANIFF
          AIRWAYS, INCORPORATED on Parcel B has not been or will not
          shortly be removed, Lessor has not approved plans for the
          construction of Lessee's facility on Parcel B, or any
          representation of Lessor herein is other than as stated.

14.  NO WAIVER OF RIGHT TO DECLARE FORFEITURE

     Any failure or neglect of the Lessor or Lessee at any time to declare
     a forfeiture of this Lease for any breach or default whatsoever
     hereunder shall not be taken or considered as a waiver of it rights
     thereafter to declare a forfeiture for a like or other succeeding
     breach or default.

15.  LESSEE'S RIGHT TO REMOVE PROPERTY

     Lessee shall be entitled, during the primary term of this Lease and
     any extension thereof, and upon the termination of this Lease, to
     remove from the leased premises, or any part thereof, all trade
     fixtures, tools, machinery, equipment, portable buildings, materials
     and supplies placed thereon by it; subject, however, to any valid lien
     Lessor may have thereon for unpaid rent or other amounts, payable to
     Lessor by Lessee, provided that Lessee shall repair all damage
     resulting from such removal. Lessor will allow Lessee forty-five (45)
     consecutive days after the termination date thereof for such removal
     unless additional time is mutually agreed upon.

16.  SURRENDER OF PREMISES

     Lessee covenants and agrees to yield and deliver peaceably to Lessor
     possession of the leased premises on the date of cessation of the
     letting, whether such be by termination, expiration or otherwise,
     promptly and in as good condition as at the commencement of the
     letting, except for damage or destruction caused by ordinary wear,
     tear, deterioration, Lessor's acts, damage by war, and damage due to
     nuclear hazards, and further excepting structures removed pursuant to
     the provisions herein or with Lessor's consent.

17.  INDEMNIFICATION

     (a)  Lessee shall use due care and diligence in its conduct of
          activities and operations on the leased premises. Furthermore,
          Lessee shall defend and save harmless the Lessor and all of its
          officers, agents, and employees from all suits, actions, or
          claims of any character, name, or description brought for or on
          account of any injury, death or damage received or sustained by
          any person or property as a result of Lessee's conduct of any
          activity or operation on or in connection with the leased
          premises. Finally, the Lessee shall pay any judgments, together
          with costs, which may be obtained against the Lessor or any of
          its officers, agents, or employees as a result of such suits,
          actions, or claims for injury or damage.

     (b)  Lessor shall give Lessee prompt notice of any matter covered by
          Subsection (a) above and shall forward to Lessee every demand,
          notice, summons, or process received in any claim or legal
          proceeding covered by Subsection (a) above and cooperate as
          required by Lessee in the defense of such matter.

     (c)  Lessee shall not be obligated to indemnify, defend, or save
          harmless Lessor or any of its officers, agents, or employees when
          the injury or death to a person or damage to property is caused
          by the negligence or willful misconduct of Lessor, its officers,
          agents, or employees and Lessor shall indemnify, defend and hold
          harmless Lessee, its directors, officers, employees and agents
          from and against any such injury or death or damage.

     (d)  The provisions of this Section which apply to Lessee shall also
          apply to any party holding by, through, or under Lessee.

18.  ASSIGNMENT AND SUBLEASE

     (a)  Lessee shall not assign this Lease in whole or in part, nor
          sublease all or any part of the leased premises, without the
          prior written approval of Lessor, acting through its Director of
          Aviation, which approval shall not be unreasonably withheld.
          (Such restrictions shall not apply if the assignee of sublessee
          is a subsidiary, affiliated or successor corporation of Lessee.)

     (b)  In the event that Lessee subleases all or any part of the leased
          premises, having obtained Lessor's approval, Lessee shall remain
          fully obligated for payment of rent, which shall continue to be
          billed to Lessee, and for the performance of the other convenants
          herein made by Lessee. Likewise, with respect to any assignment
          of this Lease (other than to an affiliated, subsidiary or
          successor corporation), Lessee's obligations shall continue in
          effect unless Lessor, by resolution of its City Council, approves
          the assignment and authorizes Lessee's release.

     (c)  Lessor shall not transfer or assign this Lease without the prior
          written approval of Lessee, except to a political subdivision of
          the State of Texas, and then only if such political subdivision
          assumes the obligations of Lessor hereunder.

19.  RIGHT OF FIRST REFUSAL

     Lessor hereby grants to Lessee a right of first refusal to lease all
     or any part of the real estate and any improvements thereon (called
     Parcels "C", "D" and "E"), constituting approximately 129,565 square
     feet within the boundaries of Love Field in the City and County of
     Dallas, State of Texas which is more particularly described on EXHIBIT
     C which is attached hereto and made a part hereof for all purposes.
     Should Lessor locate a third party desirous of leasing all or any part
     of Parcels C, D or E, Lessor shall first offer to lease such property
     to Lessee at the same rental rate and for the same lease term as
     offered by the third party. Lessee shall have ten (10) days after
     receipt of written notice from Lessor advising of such third party
     offer in which to exercise its rights to lease the premises. If Lessee
     leases the premises, the provisions of this Lease shall be applicable
     except for the rental and the term of such leasing.

     Upon Lessee's failure to exercise this right to lease the property,
     Lessor may lease it to such third party at the same rental rate and
     for the same lease term offered to Lessee. This right of first refusal
     shall never be extinguished by Lessee's failure to exercise it at any
     time. During the initial term or any extension of this Lease, provided
     that Lessee is not in default of any provision hereof, Lessee's right
     of first refusal as to Parcels C, D or E shall be renewed after each
     vacation of the property by a third party and be extended by Lessor to
     Lessee prior to Lessor's entry into each future lease upon such
     property with any third party.

20.  NONDISCRIMINATION

     Lessor and Lessee hereby convenant and agree, as a condition of this
     Lease, that they will take all necessary action to insure that, in
     connection with any work or activities conducted under this Lease,
     neither they, their agents and employees, nor any of their
     consultants, their agents and employees, will directly or through
     contractual or other arrangements, on the grounds of race, color,
     religion, national origin or sex, discriminate in the treatment or
     employment of any individual or groups of individuals.

21.  SIGNS

     (a)  All exterior signs shall comply with the pertinent City
          ordinances, and also shall be approved by Lessor's Director of
          Aviation. Unless otherwise specifically authorized, they shall
          conform in general appearance to the existing signs displayed at
          Love Field.

     (b)  Directional entrance and exit signs erected by Lessee shall not
          exceed 18 inches in width and 36 inches in length. Except where
          Lessor's Director of Aviation has given his prior written
          consent, any other sign erected by Lessee shall not exceed 5 feet
          in width and 8 feet in length.

     (c)  Upon the expiration or termination of this Lease, Lessee shall
          remove, obliterate or paint out, as required by Lessor's Director
          of Aviation, any and all signs and advertising on the leased
          premises if pertaining to Lessee, and in this regard, Lessee
          shall restore the premises to the same condition as prior to the
          placement thereon of any signs or advertising. In the event that
          Lessee fails to remove, obliterate or paint out each and every
          sign or advertisement of Lessee, Lessor's Director of Aviation
          may, at his option, have the necessary work performed at the
          expense of Lessee and the charge therefor shall be paid by Lessee
          to Lessor upon demand.

22.  GOVERNMENTAL REQUIREMENTS - RULES AND REGULATIONS

     (a)  Lessee agrees to obtain, from all governmental authorities having
          jurisdiction, all licenses, certificates and permits necessary
          for the conduct of its operations and to keep them current.

     (b)  In operating the leased premises, Lessee agrees to comply with
          the applicable lawful provisions of Federal and State laws and
          Ordinances of the City of Dallas.

     (c)  Lessor has established, and may, from time to time, establish,
          rules and regulations pertaining to Love Field. Lessee covenants
          to observe all such lawful rules and regulations. If such rules
          or regulations contravene any provision of this Lease or
          interfere or prevent Lessee's enjoyment and use of the leased
          premises, Lessee may, at its option, terminate this Lease.

23.  VENUE

     Venue of any action brought under this Lease shall be in Dallas
     County, Texas, exclusively.

24.  SUCCESSORS AND ASSIGNS

     Subject to the limitations upon assignment herein contained, this
     Lease shall be binding upon and inure to the benefit of the parties
     hereto, their respective successors and assigns.

25.  NOTICES

     Notices hereunder shall be sufficient if sent by certified or
     registered mail, postage fully prepaid, to:

                                    City of Dallas
                                    ATTN:  Director of Aviation
                                    Terminal Building
                                    Dallas Love Field
                                    Dallas, Texas 75235

                                    K-C Aviation Inc.
                                    Outagamie Airport
                                    Appleton, Wisconsin 54911

                                    One Aviation Place, Inc.
                                    900 Southland Center
                                    Dallas, Texas 75201

     or to such other respective addresses as the parties may from time to
     time designate to each other in writing.

26.  HEADINGS

     The headings herein are for convenience in reference and are not
     intended to define or limit the scope of any provisions of this Lease.

27.  COUNTERPARTS

     This Lease may be executed in any number of counterparts, each of
     which shall be an original.

EXECUTED this 25th day of January, 1978, by the CITY OF DALLAS, Lessor,
acting by and through its City Manager in the manner required by the City
Charter, being duly authorized by Resolution No. 78-0243 passed by the City
Council on the 25th day of January, 1978; and by K-C AVIATION INC., Lessee,
acting through its duly authorized officers.

                                   LESSOR
                                   ------

ATTEST:                                     CITY OF DALLAS
                                            GEORGE R. SCHRADER, City Manager

 /s/    [Illegible]                         By  /s/    [Illegible]
-------------------------------             -------------------------------
ROBERT S. SLOAN, City Secretary             Assistant City Manager

COUNTERSIGNED:                              APPROVED AS TO FORM:
                                            LEE E. HOLT, City Attorney

 /s/    Tommy J. Tompkins                   /s/ Analeslie Muncy
-----------------------------               ------------------------------
TOMMY J. TOMPKINS,                          ANALESLIE MUNCY
City Controller                             Assistant City Attorney

                                   LESSEE
                                   ------

ATTEST:                                     K-C AVIATION INC.

By  /s/    [Illegible]                      By  /s/    [Illegible]
-----------------------------               -----------------------------
Secretary                                   President
<PAGE>
                          AGREEMENT AMENDING LEASE

STATE OF TEXAS

COUNTY OF DALLAS

     The AGREEMENT, dated October 28, 1981, between the CITY OF DALLAS, a
municipal corporation (herein called "CITY" acting herein by and through
its City Manager and K-C AVIATION, INC., a Delaware Corporation (herein
called "LESSEE"), acting herein and through its duly authorized officer.


                           W I T N E S S E T H :

     WHEREAS, by Lease dated January 25, 1978, CITY leased to LESSEE
certain premises within the boundaries of Dallas Love Field in the City and
County of Dallas, State of Texas, together with certain improvements
thereon; and

     WHEREAS, Lessee has exercised certain rights-of-first-refusal-to-lease
under terms of the Lease on Parcels "C" and "E" as identified in the Lease;
and

     NOW, THEREFORE, CITY and LESSEE hereby agree as follows:

                                     1.

     The description of the leased premises appearing in Article 1 of the
Lease is hereby amended to read as follows by adding:

                                 PARCEL "C"

          Beginning at a point in the most southeasterly corner of
          Parcel "B" of the Lease;

          Thence, S. 44(degree) 53' 32" E. along the westerly side of
          Airfreight Lane ( now known as Aviation Place) a distance of
          303.42 feet to a point for corner;

          Thence, S. 45(degree) 06' 30(degree) W. a distance of 117.77
          feet to a point for corner;

          Thence, N. 44(degree) 48' 56" W. a distance of 290.45 feet
          to an angle point;

          Thence, N. 45(degree) 10' E. along the southeast line of
          said Parcel "B" a distance of 117.39 feet to the place of
          beginning and containing approximately 36,390 sq. ft. of
          land and identified as Parcel "C".

                              PARCEL "E"

          Beginning at a point in the most Northeasterly corner of
          Parcel "B" of the Lease;

          Thence S. 45(degree) 10' 0" W. 48.61 feet to a point for
          corner;

          Thence N. 44(degree) 50' W. along the Southwesterly line of
          Airfreight Lane (now closed) a distance of 350 feet more or
          less to a fence corner;

          Thence Southerly along the Easterly line of Aviation Place a
          distance of 360 feet more or less to a point for corner;

          Thence N. 45(degree) 10' E a distance of 230 feet more or
          less to a point for closure and containing 35,143 square
          feet of land, more or less, and identified as Parcel "E".

                                  2.

     Effective on and after October 1, 1981, Article 2 of the lease to read
and provide as follows:

     (a) The monthly rental effective October 1, 1981 during the primary
term of the lease shall be $7,508.29 based upon the following calculations:

                                       ANNUAL CHARGE PER
TYPE OF SPACE      SQUARE FEET            SQUARE FOOT        TOTAL PER YEAR
-------------      -----------            -----------        --------------

Hangar Bldg.          35,475                 $1.00             $ 35,475.00
Parcel A             113,197.47              $0.10             $ 11,319.75
Parcel B             247,059                 $0.10             $ 24,705.90
Parcel C              36,390                 $0.26             $  9,461.40
Parcel E              35,143                 $0.26             $  9,137.18
                                                               -----------
                                                               $ 90,099.45

               ($90,099.45 / 12 months = $7,508.29 per month)

     (b) Every three (3) years beginning October 1, 1984, the monthly
rental on Parcel C (36,390 SF) and Parcel E (35,143 SF) shall be adjusted
to the then prevailing rental rate for improved ramp or parking area, which
is determined annually by the Aviation Department, for similar premises at
Dallas Love Field with a maximum increase of 4% per year in the rental
rate.

     By the first day of each month, Lessor shall forward to Lessee written
invoice covering such monthly period, which invoice shall be due and
payable within ten (10) days after receipt thereof. Payment of such rent
shall be made to the City of Dallas, Department of Aviation, Love Field
Terminal Building, Dallas, Texas.

     In consideration for the improvements to the Love Field Airport to be
undertaken by the City of Dallas with the assistance of Federal funds to be
provided to the City subject to certain assurances being made by Lessees
doing business at the airport, both;

     (a) The Lessor and Lessee hereby covenant and agree, as a condition of
this lease amendment that they will take all necessary action to insure
that, in connection with any work or activities conducted under the lease,
neither they, their agents and employees, nor their consultants, their
agents and employees, will directly or through contractual or other
arrangements, on the ground of race, color, religion, national origin, or
sex, discriminate in the treatment or employment of any individual or
groups of individuals. Lessee assures that it will undertake an affirmative
action program as required by 14 CFR Part 152, Subpart E, to insure that no
person shall on the grounds of race, creed, color, national origin, or sex
be excluded from participating in any employment activities covered in 14
CFR Part 152, Subpart E. The Lessee assures that no person shall be
excluded on these grounds from participating in any employment activities
covered in 14 CFR Part 152, Subpart E. The Lessee assures that no person
shall be excluded on these grounds from participating in or receiving the
services or benefits of any program or activity covered by this subpart.
The Lessee assures that it will require that its covered suborganizations
provide assurances to the Lessee that they similarly will undertake
affirmative action programs and that they will require assurances from
their suborganizations, as required by 14 CFR Part 152, Subpart E, to the
same effect. Lessee agrees to comply with any affirmative action plan or
steps for equal employment opportunity required by 14 CFR Part 152, Subpart
E, as part of the affirmative action program, or by any Federal, State, or
local agency or court, including those resulting from a conciliation
agreement, a consent decree, court order, or similar mechanism. The Lessee
agrees to obtain similar assurances from its covered suborganizations, as
required by 14 CFR Part 152, Subpart E.

     (b) Lessee assures that no person shall be excluded from participation
in, denied the benefits of, or otherwise discriminated against in
connection with the conduct or performance of Lessee's activities at Love
Field on the grounds of race, color, national origin, or sex.

     (c) Both parties acknowledge that they have received and have or will
read the applicable Federal Regulations, 14 CFR Part 152, Subpart E, and 49
CFR Part 23.

     (d) The Lessee, for itself, its personal representatives, successors
in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree, as a covenant running with the land, that in the
event facilities are constructed, maintained, or otherwise operated on the
Leased Premises for a purpose for which a Department of Transportation
program or activity is extended or for another purpose involving the
provision of similar services or benefits, the Lessee shall maintain and
operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally-assisted programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964 and
as said Regulations may be amended.

     (e) The Lessee for itself, its personal representatives, successors in
interest, and assigns, as part of the consideration hereof, does hereby
covenant running with the land, that (1) no person on the grounds of race,
color, religion, or national origin shall be excluded from participation
in, denied the benefits of, or be otherwise subjected to discrimination in
the use of said facilities, (2) that in the construction of any
improvements on, over, or under such land and the furnishing of services
thereon, no person on the grounds of race, color, or national origin shall
be excluded from participation in, denied the benefits of, or otherwise be
subjected to discrimination, and (3) that the Lessee shall use the Leased
Premises in compliance with all other requirements imposed by or pursuant
to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 31, Nondiscrimination in
Federal-assisted programs of the Department of Transportation-Effectuation
of Title VI of the Civil Rights Act of 1964, and as said Regulations may be
amended.

     (f) That in the event of breach of any of the above nondiscrimination
covenants, Lessor shall have the right to terminate this Agreement and to
reenter and repossess the Leased Premises and the facilities thereon, and
hold the same as if the Lease Agreement had never been made or issued.

     Except as hereby supplemented and amended, the provisions contained in
the Lease dated January 25, 1978 and all previous supplements and
amendments thereto shall continue in full force and effect and this
Amendment, along with the original Lease dated January 25, 1978 and all
previous supplements and amendments thereto, shall hereinafter be
considered a single agreement.

<PAGE>


     This AGREEEMENT shall bind and insure to the benefit of City's
successors and assigns, and Lessee's successors and assigns.

     IN WITNESS WHEREOF, this Agreement is executed as of the date first
herein written.


ATTEST:                                  LESSOR:

                                         CITY OF DALLAS
                                         GEORGE R. SCHRADER, City Manager


  /s/ [illegible]                        By:  /s/ [illegible] 
---------------------------------           --------------------------------
ROBERT S. SLOAN, City Secretary                  Assistant City Manager


COUNTERSIGNED:                           APPROVED AS TO FORM: Submitted to
                                         City Attorney
                                         LEE E. HOLT, City Attorney


  /s/ Jane A. Hart                       By:  /s/ Edward H. Perry
---------------------------------           --------------------------------
   JANE A. HART, City Controller                 Assistant City Attorney


ATTEST:                                  LESSOR:

                                         K-C AVIATION, INC.


By:  /s/ Ann Johnson                     By:  /s/ Timothy E. Hoeksema
   ------------------------------           --------------------------------
             Secretary                        Timothy E. Hoeksema, President


<PAGE>


                        SECOND AMENDMENT TO LEASE OF
                           LAND AND FACILITIES AT
                             DALLAS LOVE FIELD

     This Second Amendment to Lease of Land and Facilities at Dallas Love
Field ("Second Amendment") dated June 1, 1989, between the City of Dallas,
a municipal corporation, (hereinafter referred to as "Lessor"), acting
herein by and through its City Manager, and K-C Aviation, Inc., a Delaware
Corporation, (hereinafter referred to as "Lessee"), acting herein by and
through its duly authorized officer.

                            W I T N E S S E T H

     WHEREAS, by Lease executed January 25, 1978 (the "Lease"), Lessor
leased to Lessee certain premises within the boundaries of Dallas Love
Field, together with certain improvements thereon; and

     WHEREAS, the initial term of the Lease expired on January 31, 1988 and
Lessee exercised its first option to extend the Lease for an additional
five-year period with new rental rates which became effective on February
1, 1988; and

     WHEREAS, Lessee has pursuant to the Agreement Amending Lease dated
October 28, 1981 ("Amendment to Lease"), leased Parcels "C" and "E" as
described in the Lease and Amendment to Lease; and

     WHEREAS, Lessee now wishes to lease Parcel "D" as described in the
Lease and Amendment to Lease; and

     WHEREAS, Lessee has agreed to release Parcel "E" to accommodate
construction of a new hangar facility for Lessee's use on certain adjacent
property leased by Dalfort Corporation ("Dalfort"), and to that end, Lessee
and Dalfort have executed a sublease which includes Parcel "E" as well as
other tracts; and

     WHEREAS, it appears in the best interests of both Lessor and Lessee to
further amend the Lease, as amended, including changes to the rental rate;

     Now, therefore, Lessor and Lessee hereby agree to the following:

                                     1.

Lessee hereby releases and relinquishes and Lessor accepts Parcel E, more
particularly described on Exhibit A and depicted on Exhibit B of this
Second Amendment, both Exhibits A and B are attached hereto and made a part
hereof. The indemnities set forth in the Lease and Amendment to Lease, as
applied to Parcel "E", shall continue in full force and effect as to all
incidents, events, or occasions arising or occurring with respect to the
time period such parcel was leased by Lessee.

                                    2.

Lessor hereby leases, lets and demises to Lessee Parcel D more particularly
described on Exhibit C and depicted on Exhibit D of this Second Amendment,
which Exhibits C and D are attached hereto and made a part hereof.

                                     3.

Section I of the Lease is hereby amended as follows:

     a.   Parcel "E" is hereby deleted, together with the description and
          depiction as set forth in the pertinent attached Exhibits.

     b.   Parcel "D" is hereby added, together with the description and
          depiction as set forth in the pertinent attached Exhibit.

                                     4.

Section II of the Lease is hereby amended to read as follows:

     a.   Effective with this Second Amendment the monthly rental will be
          based upon the following calculations:

                                        ANNUAL RENTAL RATE         TOTAL
                                                PER                ANNUAL
   TYPE OF SPACE        SQUARE FEET         SQUARE FOOT            RENTAL
-----------------     ---------------  --------------------     ------------
Hangar Building           35,475.00            $2.00            $  70,950.00
Ground Parcel "A"        123,697.47            $0.165           $  20,410.09
Ground Parcel "B"        247,059.30            $0.165           $  40,764.78
Ground Parcel "C"         36,390.00            $0.26            $   9,461.40
Ground Parcel "D"         41,070.24            $0.26            $  10,678.26
                                                                ------------
                                                                $ 152,264.52


               ($152,264.52/12 months = $12,688.71 per month)

          Lessor acknowledges receipt of the monthly rental for the Hangar
          and Parcels "A", "B" and "C" and "E" from February 1, 1988
          through the execution date of this Second Amendment.

     b.   Commencing February 1, 1991 and every three (3) years thereafter
          for the duration of the Lease, the monthly rental for Parcel "C"
          and Parcel "D" shall be adjusted to the then prevailing airport
          rental rate for improved ramp or parking area at Dallas Love
          Field, as appropriate, which airport rate is determined annually
          by the Aviation Department; however, each adjustment in the
          rental rate paid by Lessee shall increase such rental rate for
          each parcel by no more than 12% of the rental rate for the
          immediately preceding three-year period.

          Escalation of the rental for the hangar containing 35,475 square
          feet and Parcels "A" and "B" shall be determined in accordance
          with the terms and conditions of the Lease.

                                     5.

Section 17 of the Lease is hereby amended in its entirety and the following
provision is hereby substituted:

                                 INDEMNITY

Lessee agreed to defend, indemnify and hold Lessor, its officers, agents,
and employees, harmless against any and all claims, lawsuits, judgments,
costs, and expenses for personal injury (including death), property damage
or other harm for which recovery of damages is sought that may arise out of
or be occasioned solely by Lessee's intentional or negligent breach of any
of the terms or provisions of this contract, or by any other negligent or
strictly liable act or omission of Lessee, its officers, agents, employees,
or subcontractors, in the performance of this contract; except that the
indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence of Lessor, its officers, agents, or
employees. In the event of joint and concurrent negligence of Lessee and
Lessor, responsibility, if any, shall be apportioned comparatively in
accordance with the law of the State of Texas, without waiving any
governmental immunity available to the Lessor under Texas Law and without
waiving any defenses of the parties under Texas Law. The provisions of this
paragraph are solely for the benefit of the parties hereto and not intended
to create or grant any rights, contractual or otherwise, to any other
person or entity.

It is further provided that Lessor shall give to Lessee prompt and
reasonable notice of any such claims or actions and Lessee shall have the
right to investigate, compromise, and defend same to the extent of its own
interest.

                                     6.

Except as hereby supplemented and amended, the provisions contained in the
Lease and all supplements and amendments thereto shall continue in full
force and effect and this Second Amendment, along with the Lease and all
supplements and amendments thereto, shall hereinafter be considered a
single agreement.

The effective date of this Second Amendment is May 1, 1989

     IN WITNESS WHEREOF, this Second Amendment is executed this _____ day
of _______________, 1989 by the City of Dallas, acting by and through its
City Manager in the manner required by the City Charter, being duly
authorized by Resolution No. 89-1113, passed by the City Council on April
12, 1989; and by K-C AVIATION, INC., acting through its hereunto duly
authorized officers, thereby binding itself, its successors, assigns and
representatives for the faithful and full performance of the terms and
provisions of this Second Amendment.

ATTEST:                                LESSOR:
                                       CITY OF DALLAS
                                       RICHARD KNIGHT, JR., City Manager



      /s/ Robert S. Sloan              By:         /s/ [Illegible]
---------------------------------           --------------------------------
Robert S. Sloan, City Secretary                 Assistant City Manager


                                       APPROVED AS TO FORM:
                                       ANALESLIE MUNCY, City Attorney


                                       By:    /s/ J. Scott Carlson
                                            --------------------------------
                                                Assistant City Attorney

                                                Submitted to City Attorney

ATTEST:                                LESSEE:
                                       K-C AVIATION, INC.


By:   /s/ Deborah J. Pasley            By:    /s/ R. W. Emery, President
    -----------------------------           --------------------------------
    Secretary                               Authorized Official (Title)

<PAGE>

CITY OF DALLAS
December 9, 1997

Robert Nelson
Executive Vice President, Operations
K-C Aviation
7440 Aviation Place
Dallas, TX  75235

Re:   Exercise of 5-year Option to Extend Lease
      Parcels A & B

Dear Mr. Nelson:

We are in receipt of your letter dated November 5, 1997 regarding rental
rates for the 5-year option period to extend the lease on Parcels A & B
beginning February 1, 1998.

The current prevailing rates for similar facilities at Dallas Love Field
are $0.26 per square foot per year for improved ground (ramp) and $2.24 per
square foot for hangar/shop space.

Enclosed is a copy of our most recent airport survey regarding ground
rental rates. Based on the average of the various rental rates, we believe
an increase to $0.26 per square foot for improved ground is fair and
equitable for the upcoming option period. Similarly, the current rate of
$2.24 per square foot is in line with the prevailing rate at the Airport.
The following outlines the proposed rental to be paid for the 5-year option
period beginning February 1, 1998:

<TABLE>
<CAPTION>
PROPOSED RENTAL EFFECTIVE 2/1/98 THROUGH 1/31/03:

                                         Annual Rental        Monthly Rental

<S>                                      <C>                   <C>         
Hangar     35,475.00 SF @ $2.24/SF =     $  79,464.00          $   6,822.00
Ground (A) 123,697.47 SF @ 0.26/SF =        32,161.34(ITALICS)     2,680.11(ITALICS)
Ground (B) 247,059.30 SF @ 0.26/SF =        64,235.41              5,352.95
Ground (C)  36,390.00 SF @ 0.26/SF =         9,461.40                788.45
Ground (D)  41,070.24 SF @ 0.26/SF =        10,678.26                889.85
                                         ------------          ------------
TOTAL                                    $ 196,000.41          $  16,333.36

INCREASE FROM CURRENT RENTAL
 STRUCTURE:                              $  22,245.40          $   1,853.79

(Italics denotes change)
</TABLE>

<PAGE>

Robert Nelson
December 9, 1997
Page 2


Unless we hear from you otherwise, we will implement the new rate on
February 1, 1998.

If you have any questions or need additional information, you may contact
Tommy Poole, Real Estate Supervisor, at 214/670-6153

Sincerely,



  /s/ Danny L. Bruce
----------------------------------
Danny L. Bruce
Director of Aviation

cc:  Kenneth Gwyn
     Tommy Poole