SUBLEASE OF FACILITY AT DALLAS LOVE FIELD

          This Sublease  (hereinafter  referred to as "Sublease") is by and
between Dallas Airmotive,  Inc., a Texas corporation  (hereinafter referred
to as  "Landlord"),  and the assignee of Ryder  Aviall,  and K-C  AVIATION,
INC., a Delaware  Corporation,  (hereinafter  referred to as  "Subtenant").

                                WITNESSETH

          WHEREAS, Landlord leases and shall continue to lease certain land
and improvements at Love Field ("Leased Premises") from the City of Dallas,
Texas, a Texas municipal corporation,  pursuant to an agreement (the "Prime
Lease")  entitled  "Lease  of  Land  and  Facilities  Agreement"  effective
November 1, 1993,  and the Amended and  Restated  Leasehold  Deed of Trust,
Security Agreement,  Assignment of Leases and Rents and Financing Statement
dated October 20, 1995 (the "Deed of Trust"); and 

          WHEREAS,  Landlord  desires  to  sublet a portion  of the  Leased
Premises to Subtenant,  and is permitted to do so under the Prime Lease and
the Deed of Trust;

          NOW THEREFORE, in consideration of the rent herein provided to be
paid by Subtenant  and such other mutual  covenants  and  consideration  as
herein  provided,  Landlord does hereby  sublease to Subtenant the property
described  below,  together with the  nonexclusive  right to use any common
improvements,  aprons,  taxiways,  ramps  and  access of  Landlord,  on the
following terms and conditions:

          (1) SUBLEASED  PREMISES.  Landlord hereby  subleases to Subtenant
that  certain  Building  at  8411  Lemmon  Avenue,  Dallas,  Texas,  75209,
containing  approximately  53,400 square feet of office,  shop,  and hangar
space, plus the parking area (the  cross-hatched  area as shown on attached
Exhibit "A"),  together with the non-exclusive right for ingress and egress
to the space, all of which is a portion of the Leased Premises as set forth
above, and is hereafter referred to as the "Property". A description of the
Property  is  attached  hereto as Exhibit A and is  incorporated  into this
Sublease by this reference.

          (2) TERM. This Sublease shall be for a term of approximately five
(5) years,  commencing  on  December 1, 1996 and ending on October 31, 2001
(hereinafter  referred  to  as  the  "Initial  Term").  Upon  the  faithful
performance  of all  obligations  under  this  Initial  Term by  Subtenant,
Subtenant  shall have the right and privilege to renew this Sublease for an
additional two (2) year period,  (the "First Extended Term")  commencing on
November 1, 2001, and expiring on October 31, 2003, provided that Subtenant
notifies  Landlord  of its  intent to renew at least 120 days  prior to the
expiration  of the  Initial  Term.  In the event  that  Landlord  renews or
extends the Prime Lease,  at the end of the First Extended Term,  Subtenant
shall have the right of first  refusal,  upon  written  notice at least 120
days prior to the end of the then  current  term,  to  continue to rent the
property on the same terms and  conditions  as herein  provided,  but for a
term and at a  rental  to be  renegotiated  at that  time.  Notwithstanding
anything to the contrary contained herein, the parties agree that Subtenant
may cancel this Sublease upon sixty (60) days prior written  notice and the
payment of (i) a termination fee of ninety thousand dollars ($90,000.00) if
termination occurs prior to or on October 31, 1997, eighty thousand dollars
($80,000.00)  if termination  occurs after October 31, 1997 and prior to or
on October 31, 1998,  seventy thousand dollars  ($70,000.00) if termination
occurs after  October 31, 1998 and prior to or on October 31,  1999,  sixty
thousand dollars  ($60,000.00) if termination occurs after October 31, 1999
and prior to or on October 31, 2000, fifty thousand dollars ($50,000.00) if
termination  occurs after  October 31, 2000,  plus (ii) an  additional  two
thousand dollars ($2,000.00) for each month that would have remained in the
Initial  Term  after  such  termination  (but  for such  termination).  The
termination  fee for the First Extended Term will be four times the average
monthly  rental  charged  during  the  first  renewal  period.   The  early
termination  compensation  shall be paid to Landlord,  in full, thirty (30)
days prior to the early termination date.

          (3) USE.  Subject  to the  other  terms  and  conditions  hereof,
Subtenant shall use the Property for air  transportation  related services,
parking,  maintenance,  fitting  and  storage of  aircraft  and  parking of
automobiles,  and other lawful  aviation  related  activities  permitted by
Lessor, and for no other purpose. In particular,  the Property shall not be
used for non-aviation  related activities without the prior written consent
of  Landlord,  which  may be  withheld  in its  reasonable  discretion.  In
addition,  Subtenant shall not occupy or permit the use of the Property for
any  unlawful or  hazardous  purposes or permit any activity to exist which
could constitute a nuisance to others, or increase the cost of insurance to
Landlord.

          (4) IMPROVEMENTS.  Except as set forth on the attached Exhibit B,
Subtenant  shall not make any  improvements  or alterations to the Property
without  the  prior  written  consent  of  Landlord,  which  shall  not  be
unreasonably  withheld or  delayed,  except any  improvements  or series of
improvements costing in the aggregate less than $20,000.00 shall require no
approval.

               (a)  Prior to  entering  into any  contract  for such  work,
Subtenant  shall first submit a written request to Landlord for approval of
conceptual plans  (hereinafter  referred to as "Construction  Application")
together with complete drawings and specifications of the proposed work and
the name of the contractor to whom Subtenant proposes to award the contract
for such work. Such approval shall not be unreasonably withheld or delayed.
Subtenant  further  agrees  that it will  obtain  a  "Performance  Bond and
Payment  Bond"  from all  contractors  if  requested  by the City of Dallas
and/or reasonably requested by Landlord.

               (b) Subtenant  shall include in all  construction  contracts
entered into by it in connection with any work at the Property, a provision
requiring the contractor to indemnify and hold harmless Landlord,  the City
of Dallas,  any  successor-in-interest,  as their interests may appear, and
their directors,  officers, agents, and employees against losses occasioned
by death,  injury to persons or damages to  property,  arising out of or in
connection  with the performance of any or all of such  construction  work,
against  the  risk of loss  or  damage  to the  construction  prior  to the
completion  thereof,  and  against  the losses  resulting  from  claims and
demands by third persons arising out of the performance of the construction
work; and Subtenant  shall require all  contractors to carry such insurance
as may be  reasonably  required  by the City of  Dallas  or  Landlord.  The
provisions of this subparagraph shall not apply to the extent the foregoing
are caused by the sole  negligence or breach of  obligations by the parties
indemnified in this paragraph.

               (c) Subtenant  agrees that all work to be performed by it or
its  contractors,  including all  workmanship  and  materials,  shall be of
first-class quality and shall be performed in compliance with all plans and
specifications  reviewed and  approved by Landlord,  and such work shall be
subject to Landlord's  inspection.  Subtenant shall assume the risk of loss
or damage to all such work prior to the completion thereof and shall repair
or replace  any such loss or damage  without  cost to  Landlord.  Subtenant
shall deliver to Landlord progress reports of Subtenant's work and shall at
all times during the term of this Sublease keep drawings  thereof  current,
showing thereon any changes or modifications made in or to the improvements
constructed on the Leased  Property all in accordance  with Paragraphs 4(f)
and 4(g) of the Prime Lease as they apply to Subtenant.

               (d) Subtenant  shall  discharge  promptly all obligations to
contractors, subcontractors,  materialmen, workmen and/or other persons for
all  work  performed  and for  materials  furnished  for or on  account  of
Subtenant.  Nothing in this Sublease  shall limit the right of Subtenant to
contest any claims of contractor,  subcontractor,  materialmen,  workmen or
other person without being considered in breach hereof.

               (e) Subtenant  acknowledges that the creation,  noticing, or
filing or the  attempt to create,  notice or file any claim  arising out of
improvements to the Property  against the Property is expressly  prohibited
in Landlord's  Prime Sublease.  Accordingly,  Subtenant  agrees to insert a
provision  precluding  the  imposition  of such  liens  into all  contracts
entered into for work, promptly remove and discharge any such lien or claim
and to indemnify  and hold  harmless  the  Landlord  from any and all loss,
cost,  damage or claim that may be  incurred by  Landlord  where  Subtenant
failed to abide by this provision.

               (f)  Landlord  agrees  to  perform  and pay for up to  fifty
thousand dollars  ($50,000.00) of hangar,  shop,  and/or office repairs and
improvements  including,  but not limited to,  painting the exterior of the
hangar and Seal Coating and striping the parking lots,  before December 31,
1996.  Should the cost of the above named  repairs and  improvements  total
less than the sum of fifty thousand dollars  ($50,000.00),  Landlord agrees
to pay Subtenant any excess to use toward  additional  improvements  of the
Property, in Subtenant's discretion.

          Subtenant shall propose to Landlord those Subtenant  improvements
and  Landlord  shall not  withhold  approval  as long as they  qualify as a
capital expense which can be amortized by Landlord using generally accepted
methods and principles of accounting.

          Landlord and Subtenant agree to exchange freely  contractor bids,
invoices, supporting cost data and/or receipted payments, as necessary, for
the mutual  monitoring  and  accounting of the  individual  and  cumulative
expenditures  up to the fifty  thousand  dollars  ($50,000.00)  referred to
hereinabove.

          (5)  MAINTENANCE   AND  REPAIRS.   Other  than  the  repairs  and
improvements  to be made as described  above,  Subtenant  has inspected the
Property,  and  agrees to accept  the  Property  in the same  condition  as
received  and to maintain  the  Property as provided in this  Section  with
reasonable  and  ordinary  wear and tear and loss or  damage  from  fire or
casualty excepted.  Landlord will be responsible and pay for (including any
necessary  maintenance,  repair, or replacement of) the building structural
components, ramps, taxi ways, parking areas, sidewalks and driveways on the
premises.  Landlord  will also be  responsible  to perform  and pay for the
significant  repair  and/or  replacement  of  the  mechanical,  electrical,
plumbing, air conditioning,  ventilation, and heating systems on the Leased
Premises.  Subject to the  foregoing,  Subtenant  will be  responsible  for
routine and preventative maintenance of the facilities,  including, but not
limited to,  janitorial  service,  minor  repairs to  air-conditioning  and
heating units, electrical, plumbing and grounds upkeep. Notwithstanding the
foregoing  responsibilities  of the Landlord,  but subject to the waiver of
subrogation and claims contained herein,  Subtenant  understands and agrees
that the Landlord shall not be responsible for any repairs  necessitated by
the  negligence  or  willful  or  wanton  misconduct  of the  Subtenant  or
Subtenant's employees, agents or invitees.

          (6) INSPECTION.  Subtenant  agrees that,  with  reasonable  prior
notice, Landlord or the City of Dallas, its agents or representatives,  may
enter upon the Property at any reasonable time for any reasonable  purpose,
and Subtenant  agrees to cooperate with them. In addition,  Subtenant shall
provide  Landlord,  upon written  request from Landlord,  with a listing of
Subtenant  contacts  and  telephone  numbers  for  emergency  access to the
Property. Subtenant shall have the right to accompany anyone inspecting the
Property.  Landlord agrees to treat Subtenant's  activities as confidential
in nature and not to disclose such activities to third parties.

          (7)  RENT.  Subtenant  shall pay to  Landlord  as  monthly  rent,
without deduction,  setoff,  prior notice or demand of any kind, in advance
on the first day of each month,  commencing  on the date the  Initial  Term
commences and continuing  throughout  the Sublease term in accordance  with
the following schedule:

                                                            MONTHLY RENT ($)
                                                            ----------------
Commencement Date through October 31, 1999                     20,000.00
November 1, 1999  through  October 31, 2000                    21,000.00
November 1, 2000 through October 31, 2001                      22,050.00

          The amount of monthly rent  payable for the period from  November
1,  2001  through  October  31,  2003  shall be the  rent for the  month of
October,  2001,  increased  by the same  percentage  as the increase in the
Consumer Price Index, U.S.  Department of Labor, (all cities, from October,
2000 to October, 2001.

          Unless  otherwise  provided to Subtenant  in writing,  all rental
payments shall be made to Landlord at the following address:

                           Dallas Airmotive, Inc.
                              P.O. Box 200720
                          Dallas, Texas 75320-0720

          If this  Sublease  shall  start or end on any day other  than the
first day of a month, then the rental due hereunder for such month shall be
equitably prorated.

          (8) FUEL.  This  Paragraph  shall be of no force or effect during
the time that the Fuel Sales  Agreement  between  Dalfort  Corporation  and
Subtenant  dated  January  17,  1989,  remains  in  effect.  Subject to the
foregoing,  during the term of this  Sublease,  Landlord  agrees to sell to
Subtenant and Subtenant  agrees to purchase from Landlord jet aviation fuel
and fueling  services  required by Subtenant for the operation of airplanes
that may be stored,  receiving  maintenance,  or  otherwise  located at the
Property on Love Field,  if Subtenant is not otherwise  legally bound.  For
all  purchases  of fuel made  pursuant  to this  section of this  Sublease,
Subtenant  shall pay a discounted  price off Landlord's then current posted
price in accordance with the following volume schedule:

                                                      Dallas Airmotive
                                                      ----------------
Monthly Volume             KC Price (gal)             Posted Price
--------------             -------------              ------------

0 to 18,999                less 30%                   $2.38*
19,000 to 23,999           less 33%                   $2.38*
24,000 or more             less 35%                   $2.38*

          * Today's  Posted Price for  transient  aircraft is $2.38 - Price
changes may be made without notice.


          Notwithstanding  the  foregoing,  the  parties  agree  that  this
section  shall not prohibit  Subtenant  from  purchasing  its aviation fuel
requirements   elsewhere   should   Landlord   be  unable  to  supply  such
requirements as herein provided  anytime,  or should  Subtenant's  aircraft
require  fueling at a location  other than  Dallas  Love  Field,  or should
Subtenant's  customers  require  a  fueling  source  other  than  Landlord.
Furthermore,  Landlord  shall  not be liable to  Subtenant  for  Landlord's
inability to provide  Subtenant  with aircraft fuel for reasons  beyond the
control of Landlord during the term hereof.

          Subtenant's  failure to abide by its obligation to purchase fuel,
as outlined above,  where such failure  continues for 15 days after written
notice from Landlord  shall entitle the Landlord to terminate this Sublease
or recover monies from Subtenant equal to one hundred  twenty-five  percent
(125%) of the amount  which would have been  charged by  Landlord  for fuel
purchased in violation of the covenant.

          (9)  INSURANCE.   Subtenant  shall  maintain  commercial  general
liability  insurance in an amount no less than $1,000,000,  naming the City
of  Dallas  and  Landlord  as  additional  insureds  with  regard  to their
interests in this  Sublease.  In  addition,  Subtenant  shall  maintain any
statutorily   required  Worker's   Compensation  and  Employer's  Liability
Insurance.  Landlord  shall  provide "All Risk" fire and extended  coverage
casualty  insurance.  Subtenant  agrees to obtain such other  insurance  as
Landlord may  reasonably  require  after  taking into  account  Subtenant's
activities at the Property.

          Certificates  of the insurance  required above shall be delivered
to  Landlord  prior to  Subtenant's  occupancy  of the  Property,  and such
certificates  shall  provide  that the City of Dallas  and  Landlord  shall
receive no less than  fifteen (15) days prior  written  notice prior to the
cancellation,   modification  or  expiration  of  said  policy.   Insurance
requirements,  as they apply to Subtenant under the terms of this Sublease,
shall be consistent with the insurance requirements set forth in Attachment
I to Landlord's  Prime Lease,  a copy of which  Attachment I is attached to
this Sublease.

          LANDLORD  AND  SUBTENANT  HEREBY  WAIVE ANY RIGHTS  EACH MAY HAVE
AGAINST THE OTHER ON ACCOUNT OF ANY LOSS OR DAMAGE  OCCASIONED  TO LANDLORD
OR  SUBTENANT,  AS THE CASE MAY BE  (WHETHER  OR NOT SUCH LOSS OR DAMAGE IS
CAUSED BY THE NEGLIGENCE OR FAULT OF THE OTHER PARTY),  TO THEIR RESPECTIVE
REAL OR  PERSONAL  PROPERTY,  INCLUDING  THE  PROPERTY  (AS DEFINED IN THIS
SUBLEASE),  ITS CONTENTS OR ANY OTHER PORTION OF THE PROPERTY  ARISING FROM
ANY RISK THAT WOULD BE COVERED BY THE  STANDARD  FORM OF FIRE AND  EXTENDED
COVERAGE  INSURANCE  USED IN THE  STATE OF TEXAS AT THE TIME OF THE LOSS OR
DAMAGE.  If a party waiving  rights under this paragraph is carrying a fire
and extended  coverage  insurance  policy in the standard  form used in the
State of Texas and an  amendment  to such  standard  form is  passed,  such
amendment shall be deemed not a part of such standard form until it applies
to the policy being carried by the waiving party.  The parties hereto each,
on behalf of their respective  insurance companies insuring the property of
either  Landlord or  Subtenant  against  any such loss,  waive any right of
subrogation  that it may have against the other  party.  Each party to this
Lease agrees  immediately  to give to each such insurance  company  written
notification  of  the  terms  of  the  mutual  waivers  contained  in  this
paragraph,  and to have  said  insurance  policies  properly  endorsed,  if
necessary,  to prevent the  invalidation  of said  insurance  coverages  by
reason of said waivers.  This paragraph shall control over any provision in
or  applicable  to this  Sublease  which is,  may be or may appear to be in
conflict with this paragraph.

          (10) TAXES. Subtenant shall pay, before delinquent,  all taxes on
its equipment, inventory, movable fixtures, furniture and personal property
that may be located at the Property or Love Field.

          (11) SUBLETTING AND ASSIGNMENT.  Subtenant may sublet, assign, or
share the Property with another entity only with  Landlord's  prior written
consent.  Any  request  for such  consent  shall  set  forth  all  relevant
information  regarding  the  entity,  the  nature  of its  operations,  its
financial  condition,  and at least  five (5) credit  references.  Upon any
subletting  or  assignment,  Landlord  shall be entitled  to receive  fifty
percent (50%) of all rental received by Subtenant in excess of that paid by
Subtenant  hereunder  and one hundred  percent  (100%) of all fuel  revenue
without  rebate or discount  for  gallons  delivered  to non K.C.  Aviation
controlled  airplanes  that  may  be  stored,  receiving  maintenance,   or
otherwise located at the Property on Love Field. Furthermore,  in the event
of an assignment or subletting, Subtenant shall remain fully liable for the
performance  of  all  obligations  and  liabilities  under  this  Sublease.
Occupancy  of  all or  part  of  the  Property  by  parent,  subsidiary  or
affiliated  companies of  Subtenant  shall not be deemed an  assignment  or
subletting.

          Notwithstanding the foregoing,  Landlord reserves the right, upon
notice and request from  Subtenant for the  subletting or assignment of its
interest  under this Sublease,  to terminate  this Sublease,  whereupon the
Sublease shall terminate sixty (60) days after such notice,  provided, this
termination  right  shall  be of  no  effect  if  Subtenant  withdraws  its
subletting  request within thirty (30) days after receipt of written notice
from Landlord of Landlord's election to terminate the Sublease.

          (12) UTILITIES.  Landlord shall provide utilities to the Property
in sufficient  amounts for the reasonable use of the Property by Subtenant.
Notwithstanding  same,  Subtenant  shall  be  responsible  for  paying  all
telephone charges,  and utilities will be directly metered to Subtenant and
Subtenant will remit directly to provider.

          (13)  TERMINATION.  Landlord reserves the right to terminate this
Sublease  before the end of its term if any of the following  circumstances
shall occur:

               (a) Subtenant  shall fail to make any payment due under this
Sublease  on the date that same is due and shall not cure such  failure for
fifteen (15) days after written notice thereof.

               (b)  Subtenant  shall fail to meet and observe any  material
term,  condition  or  covenant  of this  Sublease  and  shall not cure such
failure  within thirty (30) days after written  notice  thereof or, if such
failure  cannot  reasonably  be cured  within the said thirty (30) days and
Subtenant  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)  Subtenant  shall  become  insolvent,  or  shall  make a
transfer in fraud of creditors, or shall make an assignment for the benefit
of  creditors,  or a receiver  or  trustee  shall be  appointed  for all or
substantially all of the assets of Subtenant.

               (d)  Subtenant  shall  file  a  voluntary  petition,  or  an
involuntary petition is filed against Subtenant, in bankruptcy,  where such
suit is not dismissed within sixty (60) days after such filing.

               (e) The Prime Lease  between the City of Dallas and Landlord
terminates.

               (f)  Subtenant  commits any act or fails to perform any act,
the consequence of which is to cause Landlord to be in default of its Prime
Lease with the City of Dallas,  which  default is not cured within the time
periods provided in the Prime Lease.

          (14)  REMEDIES.  With  the  exception  of 13(e)  above,  upon the
occurrence of any of the events giving Landlord the right to terminate this
Sublease,  Landlord  shall have the option to pursue any one or more of the
following  remedies  without any notice or demand other than as required in
the section above.  

               (a) Terminate this Sublease,  in which event Subtenant shall
immediately,  upon written notice,  surrender the Property to Landlord, and
if Subtenant fails to do so, Landlord may,  without  prejudice to any other
remedy  which it may  have for  possession  or  rent,  enter  upon and take
possession  of the  Property  and  expel or remove  Subtenant  or any other
persons who may be occupying the Property or any part thereof.

               (b) Terminate this Sublease,  in which event Subtenant shall
pay Landlord the cancellation amount due under paragraph 2 of this Sublease
as liquidated  damages and as Landlord's  sole and exclusive  remedy solely
for the rents that  otherwise  would have  become due  hereunder  after the
termination  of  this  Sublease.  Such  liquidated  damages  shall  not  be
Landlord's sole remedy for any damages owed by Tenant that arose or accrued
during the Lease term.

               (c) Pursue all remedies  available  under  applicable  state
law.

          (15)  COST  OF  ENFORCEMENT.   The  court  costs  and  reasonable
attorney's  fees  incurred by either party in a successful  prosecution  or
defense of any legal or equitable  proceedings to construe this Sublease or
enforce any right or obligation  arising from it shall become an obligation
and payable from the other party.


          (16) COVENANT OF QUIET ENJOYMENT.  Landlord agrees that,  subject
to the terms of its Prime Lease with the City of Dallas,  and the terms and
conditions  of  this  Sublease,   upon  the  faithful  performance  of  its
obligations  hereunder,  Subtenant shall have and enjoy peaceful possession
and use of the Property.  The Landlord  shall use its best efforts to cause
the Prime Lease to remain in effect.

          (17)  WAIVER.  Any  failure or neglect on the part of Landlord or
Subtenant  to enforce  this  Sublease  shall not be taken or construed as a
waiver of its rights hereunder.

          (18)  SURRENDER  OF  PROPERTY.  Subtenant  agrees to deliver  the
Property to Landlord on the date of  cessation  of this  Sublease,  whether
such be by termination, expiration, or otherwise, promptly and in as good a
condition as received as of the  commencement of this Sublease,  reasonable
wear and  tear  and  damage  or loss by fire or  other  casualty  excepted.
Subtenant  shall be  allowed  fifteen  (15) days after the end date of this
Sublease to remove personalty, trade fixtures, tools, machinery, equipment,
portable buildings, materials and supplies from the Property.

          (19) INDEMNIFICATION.

               (a) As a  condition  hereof,  Subtenant  agrees to, and does
hereby,  indemnify,  defend and hold Landlord and the City of Dallas, their
directors,  officers,  agents and employees,  harmless  against any and all
claims,  suits,  judgments,  fines,  costs and expenses for personal injury
(including death),  property damage or other harm, brought or sought by any
person,  entity  or any  governmental  agency  that may  arise  out of,  be
incident to or occasioned by 1) Subtenant's use, occupancy, maintenance, or
construction on the Property, or Subtenant's installations and improvements
to the  Property,  or (with  respect to the City of Dallas) from any act or
omission  of  any  representative,   officer,  agent,  invitee,   employee,
contractor,  or subcontractor  of Subtenant,  or (with respect to Landlord)
from  any   negligent   or   strictly   liable  act  or   omission  of  any
representative,   officer,   agent,   invitee,   employee,   contractor  or
subcontractor  of Subtenant,  or 2) Subtenant's  breach of any of the terms
and provisions of this Sublease, or 3) any negligent or strictly liable act
or  omission of  Subtenant,  its  directors,  officers,  invitees,  agents,
contractors and subcontractors in any type of use, occupancy maintenance or
construction of the Property.  The indemnity provided for in this paragraph
shall not apply to any  liability  resulting  from the sole  negligence  or
fault  of  Landlord  or the  City  of  Dallas,  or  their  representatives,
officers, agents, invitees,  employees,  contractors or subcontractors.  In
the  event  of  joint  or  coincidental  negligence  or  fault  of both the
Subtenant and the Landlord  and/or the City of Dallas,  responsibility  and
indemnity,  if any, shall be allocated comparatively in accordance with the
portion of  responsibility  attributable to each party,  without,  however,
waiving any  governmental  immunity  available  to the City of Dallas under
Texas law and without waiving any defenses of the parties under Texas law.

               (b) The City of Dallas  assumes  no  responsibility  for any
property  placed  in or on the  Property,  and the City of Dallas is hereby
expressly  released and discharged from any and all liability for any loss,
injury or damage to persons or property  that may be sustained by reason of
the  use and  occupancy  of the  Property  and/or  Love  Field  under  this
Sublease,  unless  same is caused by the  negligence  or willful act of the
City  of  Dallas  or  its  officers,   invitees,  agents,  contractors  and
subcontractors, or by breach of contract by the City of Dallas.

               (c) Landlord agrees to and does hereby indemnify, defend and
hold harmless  Subtenant,  its directors,  officers,  agents and employees,
from any and all claims,  suits,  judgments,  fines, costs and expenses for
personal injury (including  death),  property damage or other harm, brought
or sought by any person,  entity, or any governmental agency that may arise
out of, be incident  to or  occasioned  by 1)  Landlord's  use,  occupancy,
maintenance,  or construction on the Property, or Landlord's  installations
and improvements to the Property,  or from any negligent or strictly liable
act or omission of any representative,  officer, agent, invitee,  employee,
contractor or subcontractor of Landlord,  or 2) Landlord's breach of any of
the terms and provisions of this Sublease,  or 3) any negligent or strictly
liable act or omission of  Landlord,  its  directors,  officers,  invitees,
agents,  contractors  and  subcontractors  in any  type of  use,  occupancy
maintenance or construction  of the Property,  or 4) any gross negligent or
strictly  liable act or  omission of  Landlord,  its  directors,  officers,
invitees,  agents,  contractors,  and  subcontractors  in any  type of use,
occupancy, or construction of the Property.

          (20)  CONDEMNATION.  If,  during the term of this  Sublease,  any
portion of the Property (such that the remainder cannot  reasonably used as
Subtenant  then  intends and  desires)  shall be taken by  condemnation  or
eminent domain  proceedings,  then this Sublease shall  terminate as of the
date  of  such  taking,  and  all  rights,  titles,  interests,  covenants,
agreements and obligations of the parties hereto thereafter  accruing shall
terminate  with  Subtenant  hereby  assigning  and  releasing  to  Landlord
Subtenant's rights to any compensation for the taking;  provided,  however,
any  condemnation  award for Subtenant's  personal  property and relocation
costs are not assigned to Landlord and shall belong to Subtenant.

          (21)   NON-DISCRIMINATION.   Subtenant,   as  a   part   of   the
consideration hereof, does hereby covenant and agree, as a covenant running
with the land, that (1) no person on the grounds of race,  color,  national
origin,  or handicap  shall be excluded from  participation  in, denied the
benefits of, or be otherwise  subjected to discrimination in the use of any
facilities  operated or used by Subtenant at Love Field; (2) that Subtenant
shall use the Property in compliance  with all  requirements  imposed by or
pursuant  to 49 CFR  Part  21,  "Nondiscrimination  in  Federally  Assisted
Programs of the Department of  Transportation",  as said regulations may be
amended.

          (22) SIGNS.  All exterior  signs shall comply with the  pertinent
City  ordinances,  and shall also have prior written  approval of Landlord,
which shall not be unreasonably  withheld, and the Director of Aviation for
the City of Dallas. Unless otherwise  specifically  authorized,  they shall
conform in general  appearance  with the existing signs displayed at Dallas
Love Field.  Upon the  termination of the Sublease,  Subtenant shall remove
the signage as required by the  Director of Aviation  and/or  Landlord,  at
Subtenant's  expense. If Subtenant fails to do as required,  Landlord shall
have the option but not the  obligation  of removing the signs and the cost
thereof shall be due from Subtenant to Landlord upon demand.

          (23)  GOVERNMENTAL  REQUIREMENTS-RULES  & REGULATIONS.  Subtenant
agrees to obtain and maintain in effect from all  governmental  authorities
having jurisdiction, all licenses,  certificates, and permits necessary for
its operations. In addition, Subtenant agrees to comply with all applicable
Federal,   State  and  local  laws  and   regulations  in  connection  with
Subtenant's use and occupancy of the Property.

          (24) NO REPRESENTATIONS.  Neither Landlord nor the City of Dallas
has made, nor does hereby make,  any  representation,  guarantee,  promise,
agreement,  or  warranty  of any  kind  whatsoever,  whether  expressed  or
implied,  oral  or  written,  past,  present  or  future,  relating  to  or
concerning the nature,  quality or condition of the Property, the income to
be derived, the suitability of the Property for the uses allowed under this
Sublease, or merchantability or fitness for a particular purpose.

          (25) ENVIRONMENTAL CONCERNS.  Subtenant agrees to comply strictly
with all applicable environmental laws, rules and regulations pertaining to
its  Sublease  and  occupancy  of Property at Love Field and agrees to, and
does hereby,  indemnify and hold  harmless  Landlord and the City of Dallas
from any and all loss, cost,  damage or claim alleged or sustained by them,
or either of them, to the extent arising out of Subtenant's  non-compliance
with  applicable  environmental  laws,  rules and  regulations or breach of
terms  of  this   Sublease.   Furthermore,   Subtenant   acknowledges   the
relationship  of  Landlord  to the City of Dallas  and  agrees  that if any
environmental remediation is required,  Landlord shall have the right, upon
notice,  unless an emergency  situation  exists,  in which event, no notice
shall be required, to undertake and complete such remediation to the extent
required  under the applicable  laws.  Subtenant  shall promptly  reimburse
Landlord for any and all reasonable  and documented  costs incurred in such
action to the extent such action was  required as a result of  Subtenant or
Subtenant's  invitees',  customers'  or  guests'  use or  occupancy  of the
Property.  Landlord  shall use its best efforts not to  interfere  with the
operations  of  Subtenant.   If  remediation  interferes  with  Subtenant's
operations, an equitable rent adjustment will be made.

          Notwithstanding   any  of  the   foregoing,   any   environmental
remediation,  response or other action, obligation or liability required in
or around the Property resulting directly or indirectly from any actions or
omissions of parties other than Subtenant prior to the commencement date of
this  Sublease  shall  not be the  obligation,  duty or  responsibility  of
Subtenant.  Landlord agrees to defend,  indemnify and hold  Subtenant,  its
officers, agents,  contractors,  and subcontractors  (Indemnitees) harmless
from and against, and to reimburse  Indemnitees with respect to any and all
claims and expenses (including  reasonable attorney's fees and court costs)
of any and every kind or character,  known or unknown, fixed or contingent,
asserted  against or incurred by  Indemnitees at any time and, from time to
time, by reason of, in connection with or arising out of any act, omission,
event or  circumstance  relating  to  health,  safety,  or the  environment
existing or  occurring  prior to the  commencement  date of this  Sublease.
Landlord shall have and bear the burden of proof to show that any actual or
alleged liabilities or obligations related to environmental  matters relate
to the period after the  commencement  date of this Sublease and/or are the
responsibility  of Subtenant,  Landlord and Subtenant  agreeing  there is a
rebuttable presumption to the contrary.

          (26)  SUBORDINATION.  Although the  obligations  of Subtenant are
fully set forth herein,  or by specific  reference to the Prime Lease, this
Sublease  shall be subject  and  subordinate  in all  respects to the Prime
Lease and the  rights of the City of Dallas  thereunder.  Additionally,  at
Landlord's  option,  this Sublease shall be subject and  subordinate to any
future mortgage or encumbrance which Landlord may incur on the Property, so
long as such subordination does not interfere with Subtenant's right of use
and peaceful  possession of the Property through the completion of the term
of Sublease.

          (27)  SUCCESSORS  AND  ASSIGNS.  Subject  to the  limitations  of
assignment herein contained,  this Sublease shall be binding upon and inure
the benefit of the parties hereto, their respective successors and assigns.

          (28) NOTICES. The exercise of options and the delivery of notices
provided for herein shall be effective only if delivered to Landlord at:

DALLAS AIRMOTIVE, INC.                  cc:   Richard Jones, Esq.
7511 Lemmon Avenue                            Fishman, Jones, Walsh & Marsh
Building B - Love Field                       8117 Preston Road, Suite 440
Dallas, Texas 75209                           Dallas, Texas 75225
Attn: George Derby

and unless otherwise provided to Landlord in writing, to Subtenant at:

K-C AVIATION, INC.                      cc:   Gregg Davis, Esq.
7440 Aviation Place                           Thompson & Knight
Dallas, Texas 75235                           1700 Pacific Avenue, Suite 3300
Attn: John Rahilly                            Dallas, Texas 75201-4693


          The first  attempted  mailing  by  United  States  registered  or
certified mail, postage prepaid, return receipt requested, shall constitute
delivery.  No employee or other  representative  of  Subtenant at any other
address shall have authority to receive notices.

          (29)  MISCELLANEOUS.  This  Sublease  Agreement is not binding on
either party until it is executed by both parties.

          (30) ENTIRE AGREEMENT.  This Sublease and the following  exhibits
attached  hereto  constitute  the  entire  agreement  between  the  parties
regarding the Property,  and no oral  representations  or agreements may be
relied upon by either party relating to this Sublease:

          Exhibit A - Description of Property
          Exhibit B - Description of Subtenant's Improvements
          Attachment I - Insurance Requirements

          In addition,  Subtenant  acknowledges  that Landlord has prepared
this Sublease  evidencing  their agreement as a convenience to the parties,
and  anything  that is subject  to  interpretation  shall not be  construed
against Landlord merely because Landlord drafted this Sublease.

          (31) Each party  acknowledges  and  agrees  that it has read this
Sublease  carefully,  agrees to its terms, and, by this section, is advised
to seek the advice of an  attorney  prior to entering  into this  Sublease.
Landlord: Subtenant:

Landlord:                                Subtenant:

DALLAS AIRMOTIVE, INC.                   K-C AVIATION, INC.

By:  /s/ Steve Joiner                    By:  /s/ John F. Rahilly
    -------------------------------          ------------------------------
Name:  Steve Joiner                      Name:  John F. Rahilly
     ------------------------------           -----------------------------
Title:  Director, Terminal Services      Title:  President
      -----------------------------            ----------------------------
Dated:  12/2/96                          Dated:  12/2/96
      -----------------------------            ----------------------------