SUBLEASE

                                  between

                         DALFORT AVIATION SERVICES,

                     a Division of Dalfort Corporation,

                            a Nevada Corporation

                                ("Landlord")

                                    and

                             K-C AVIATION INC.

                           a Delaware Corporation

                                 ("Tenant")


<PAGE>


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

   Page
1.   Premises..............................................................1
      1.1   Premises.......................................................1
      1.2   Square Footage.................................................2
2.   Term..................................................................2
      2.1   Initial Term...................................................2
      2.2   Extension Options..............................................2
3.   Base Rent; Additional Charges.........................................5
      3.1   Base Rent......................................................5
      3.2   City of Dallas Adjustments.....................................6
      3.3   Rent Adjustments...............................................7
      3.4   Additional Charges.............................................7
      3.5   Late Payments..................................................7
4.   Taxes.................................................................8
      4.1   Definitions....................................................8
      4.2   Payment of Taxes...............................................9
      4.3   Commencement Date..............................................9
      4.4   Tax Reduction Proceedings.....................................10
      4.5   No Forfeiture.................................................10
5.   Use of Premises; Conduct of Business; Insurance Requirements;
     Restrictive Covenant.................................................11
      5.1   Use of Premises...............................................11
      5.2   Conduct of Business...........................................11
      5.3   Insurance Requirements........................................11
      5.4   Restrictive Covenant..........................................11
6.   Utilities............................................................12
7.   Construction of Tenant's Building....................................12
      7.1   Construction..................................................12
      7.2   Plans and Specifications......................................12
      7.3   Approval of Plans and Specifications..........................13
      7.4   Completion of Construction....................................14
      7.5   Payment Bond and Performance Bond.............................14
      7.6   Licenses, Permits.............................................14
      7.7   Personal Property.............................................14
      7.8   Removal of Personal Property..................................15
      7.9   Ownership.....................................................15
      7.10  Removal of Signs..............................................15
      7.11  Tenant Changes................................................16
8.   Maintenance and Repairs..............................................16
      8.1   Repairs.......................................................16
      8.2   Maintenance...................................................16
      8.3   Repair Requirements...........................................17
9.   Liens................................................................17
10.  Compliance with Laws.................................................16
11.  Subordination........................................................17
      11.1  Subordination to Ground Lease.................................17
      11.2  Compliance with Ground Lease..................................17
      11.3  Ground Lessor Approval........................................18
      11.4  Expiration of Sublease Agreement..............................19
      11.5  Subordination to Mortgages....................................19
      11.6  Self-Operating Provisions.....................................20
12.   Assignment and Subletting...........................................20
      12.1  Consent Required..............................................20
      12.2  Notice of Proposed Transfer...................................20
      12.3  Landlord's Electives..........................................21
      12.4  Takeback Space................................................21
      12.5  Landlord's Rights.............................................21
      12.6  Conditions of Assignment or Sublease..........................21
      12.7  No Release of Tenant; No Waiver...............................22
      12.8  Direct or Indirect Sales......................................23
      12.9  Assumption of Obligations by Transferee.......................23
      12.10  Approval by Ground Lessor....................................24
13.  Destruction..........................................................24
      13.1  Restoration...................................................24
      13.2  Insurance Proceeds............................................25
      13.3  Application of Insurance Proceeds Upon Termination............26
      13.4  Waiver of Subrogation.........................................26
14.  Eminent Domain.......................................................27
      14.1  Taking........................................................27
      14.2  Restoration...................................................28
      14.3  Application of Proceeds Upon Termination......................29
      14.4  Condemnation Award............................................29
      14.5  Rental Abatement..............................................30
      14.6  Temporary Taking..............................................30
15.  Expansion Option.....................................................30
      15.1  Option........................................................30
      15.2  Exercise......................................................30
      15.3  Covenant to Build Expansion Facility..........................30
      15.4  Rental and Terms..............................................31
      15.5  "As Is".......................................................31
      15.6  Amendment.....................................................31
16.  Common Areas.........................................................32
      16.1  Landlord Common Area..........................................32
      16.2  Tenant Common Area............................................32
      16.3  Tenant Option Common Area.....................................32
      16.4  Taxiways......................................................32
      16.5  Rules and Regulations.........................................32
      16.6  Additional Common Area Rent...................................33
17.  Default..............................................................33
      17.1  Events of Default by Tenant...................................33
      17.2  Rights and Remedies of Landlord...............................33
      17.3  Events of Default by Landlord.................................35
      17.4  Indemnities...................................................35
18.  Insolvency or Bankruptcy.............................................36
19.  Fees and Expenses; Indemnity; Insurance..............................36
      19.1  Fees and Expenses.............................................36
      19.2  Indemnification...............................................36
      19.3  Additional Indemnification....................................37
      19.4  Insurance.....................................................37
      19.5  Landlord Not Responsible......................................38
20.  Access to Premises; Security.........................................38
      20.1  Access to Premises............................................38
      20.2  Security......................................................39
21.  Notices..............................................................39
22.  Mutual Waivers.......................................................41
      22.1  No Waiver.....................................................41
      22.2  Written Instrument............................................42
23.  Tenant's Certificates................................................42
24.  Guaranty.............................................................43
25.  Authority............................................................43
      25.1  Authority of Tenant...........................................43
      25.2  Authority of Landlord.........................................43
26.  Arbitration..........................................................43
27.  Termination of Sublease by Tenant....................................44
28.  Affirmative Covenants................................................44
      28.1  Affirmative Covenants.........................................44
      28.2  No Exclusion..................................................45
      28.3  Review of Federal Regulations.................................45
30.  Landlord's Increased Leasehold Area..................................45
31.  Miscellaneous........................................................45
      31.1  Landlord and Tenant...........................................45
      31.2  Successors and Assigns........................................46
      31.3  Validity of Provisions........................................46
      31.4  Applicable Laws...............................................46
      31.5  Execution and Delivery........................................46
      31.6  No Representations or Warranties..............................47
      31.7  Review of Documents...........................................47
      31.8  Legal Expenses................................................47
      31.9  Surrender of Premises.........................................47
      31.10 Quiet Enjoyment...............................................48
      31.11 Holding Over..................................................48
      31.12 Brokers.......................................................48
      31.13 Cumulative Remedies; Survival of Indemnities..................48
      31.14 Time is of Essence............................................49
      31.15 Approval of Ground Lessor.....................................49
      31.16 Third Party Beneficiary.......................................49
      31.17 Headings......................................................49

Exhibits
--------
A.    Description of Land
B.    Description of Premises
C.    First Additional Agreement


<PAGE>


                                  SUBLEASE
                                  --------

          THIS SUBLEASE (the  "Sublease"),  made and entered into as of the
17th day of January,  1989, by and between  DALFORT  AVIATION  SERVICES,  a
division of Dalfort  Corporation,  a Nevada  corporation  having offices at
7701 Lemmon Avenue, Dallas, Texas 75209 ("Landlord") and K-C AVIATION INC.,
a Delaware corporation having offices at 7530 Cedar Springs,  Dallas, Texas
75234-0145 ("Tenant"),

                              WITNESSETH: THAT

          WHEREAS,  Landlord is the lessee  under that  certain  Love Field
Terminal  and Air Cargo  Facility  Lease and  Agreement  dated May 1, 1967,
covering the parcels of land located  within the  boundaries  of Love Field
Airport  and shown on Exhibit A attached  hereto (the  "Land")  between The
City of Dallas as landlord ("Ground  Lessor") and Landlord  (formerly known
as Braniff Realty Company) as tenant, as amended (such ground lease, as now
or  hereafter  from  time to time  amended,  is  referred  to herein as the
"Ground Lease");

          WHEREAS,  Tenant  desires to lease  from  Landlord  and  Landlord
desires  to  lease  to  Tenant a  certain  portion  of the Land in order to
construct a facility  thereon subject to and upon the terms,  covenants and
conditions set forth herein;

          WHEREAS,  Landlord and Tenant are entering into that certain Fuel
Sales   Agreement  of  even  date  hereof  (the  "Fuel  Sales   Agreement")
concurrently with and in consideration of the execution of this Sublease;

          NOW, THEREFORE,  Landlord and Tenant hereby covenant and agree as
follows:

     1.   Premises.

          1.1  Premises.  Upon and  subject  to the  terms,  covenants  and
conditions  hereafter  set forth,  Landlord  hereby  exclusively  leases to
Tenant  and  Tenant  hereby  leases  from  Landlord   those  premises  (the
"Premises")  consisting of a portion of the Land which is identified as the
"Lease Area" on Exhibit B attached  hereto.  Tenant shall, at its sole cost
and expense,  construct or cause to be constructed,  a facility on the Land
(the  "Building")  in  accordance  with the  terms and  provisions  of this
Sublease.  (The  Building and any and all other  buildings,  structures  or
other  improvements  on the Land shall be  collectively  referred to as the
"Improvements"  ). The  purpose  of  Exhibit  B is to show the  approximate
location of  Tenant's  Building  only,  and is not meant to  constitute  an
agreement as to the  construction of Tenant's  Building,  the rentable area
thereof or the specific location of the common areas or elements thereof.

          1.2 Square  Footage.  Landlord and Tenant agree that the rentable
area of the Premises is approximately 85,000 square feet, and further agree
that following the completion of Tenant's Building as provided in Article 7
hereof,  the actual square  footage of the Premises shall be calculated and
agreed upon in writing by the Landlord and Tenant.

     2.   Term.

          2.1 Initial Term.  The Premises are leased for a term of ten (10)
years (the  "Initial  Term"),  commencing  as of the date this  Sublease is
fully  executed by both parties and consented to by the City of Dallas (the
"Commencement  Date") and  expiring  at 11:59 p.m.  on the day  immediately
preceding the tenth (10th)  anniversary of the date of execution  hereof by
both parties,  subject to the rights of Tenant to extend the term hereof as
provided  herein,  or such earlier date on which this  Sublease  terminates
pursuant to the terms hereof (the "Expiration  Date").  Tenant's obligation
to pay Rent (as defined in Article 3)  pursuant  to Article 3 hereof  shall
begin on a date which is six months after the Commencement Date.

          2.2 Extension Options. Tenant shall have the option to extend the
term of this  Sublease for up to five (5)  consecutive  renewal  terms (the
"Extension  Terms").  The first four (4)  Extension  Terms shall consist of
five (5) years each and the fifth (5th)  consecutive  Extension  Term shall
consist of four (4) years. Tenant may exercise the Extension Options on the
following terms and conditions:

                    (a)  Provided  that  Tenant is not in default of any of
          the terms,  covenants or  conditions  of this  Sublease or of the
          Fuel Sales Agreement, Tenant may elect, upon written notice given
          to Landlord on or before the date which is seven (7) months prior
          to  the  Expiration  Date,  to  extend  the  Term  hereof  for an
          additional period of five (5) years (the "First Extension Term"),
          commencing  upon the first (lst) day  immediately  following  the
          Expiration  Date.  If Tenant  fails to timely elect to extend the
          Term  hereof  as  provided  in  this   Section   2.2(a),   Tenant
          conclusively  shall be deemed to have  waived its right to extend
          the Term hereof for the First Extension Term.  After the election
          by Tenant to extend  the Term  hereof  pursuant  to this  Section
          2.2(a),  each  reference to the "Term" hereof shall mean the term
          of this Sublease as it has been  extended by the First  Extension
          Term,  and each reference to the  "Expiration  Date" hereof shall
          mean  the  day   immediately   preceding  the  fifteenth   (15th)
          anniversary   date  of  the   Commencement   Date   (unless   the
          Commencement Date is a day other than the first day of a calendar
          month,  in which  event  the  Expiration  Date  shall be the date
          fifteen  (15)  years  after  the last day of the  calendar  month
          following  the  calendar  month in which  the  Commencement  Date
          occurs),  or such earlier date on which this Sublease  terminates
          pursuant to the terms hereof. The precise  agreements,  terms and
          conditions  hereof  shall  remain  in  effect  and be  applicable
          throughout the First Extension Term.

                    (b) Provided  that Tenant (i) has timely  exercised its
          option to extend this Sublease for the First  Extension Term, and
          (ii)  is  not in  default  of any  of  the  terms,  covenants  or
          conditions  of this  Sublease  or of the  Fuel  Sales  Agreement,
          Tenant may elect,  upon  written  notice  given to Landlord on or
          before the date which is seven (7) months prior to the Expiration
          Date (as  extended by the First  Extension  Term),  to extend the
          Term  hereof  for an  additional  period of five (5)  years  (the
          "Second  Extension  Term"),  commencing  upon the first (1st) day
          immediately  following  the  Expiration  Date (as extended by the
          First  Extension  Term).  If Tenant fails to timely  exercise its
          option to extend this Sublease for the First  Extension  Term, or
          to  timely  elect  to  extend  the  Term  hereof  for the  Second
          Extension  Term  as  provided  in  this  Section  2.2(b),  Tenant
          conclusively  shall be deemed to have  waived its right to extend
          the Term hereof for the Second Extension Term. After the election
          by Tenant to extend  the Term  hereof  pursuant  to this  Section
          2.2(b),  each  reference to the "Term" hereof shall mean the term
          of this Sublease as it has been  extended by the First  Extension
          Term and the Second  Extension  Term,  and each  reference to the
          "Expiration Date" hereof shall mean the day immediately preceding
          the twentieth (20th)  anniversary  date of the Commencement  Date
          (unless the  Commencement  Date is a day other than the first day
          of a calendar  month, in which event the Expiration Date shall be
          the date  twenty  (20) years  after the last day of the  calendar
          month following the calendar month in which the Commencement Date
          occurs),  or such earlier date on which this Sublease  terminates
          pursuant to the terms hereof. The precise  agreements,  terms and
          conditions  hereof  shall  remain  in  effect  and be  applicable
          throughout the Second Extension Term.

                    (c) Provided  that Tenant (i) has timely  exercised its
          option to extend this Sublease for the First and Second Extension
          Terms, and (ii) is not in default of any of the terms,  covenants
          or conditions  of this  Sublease or of the Fuel Sales  Agreement,
          Tenant may elect,  upon  written  notice  given to Landlord on or
          before the date which is seven (7) months prior to the Expiration
          Date (as extended by the First and Second  Extension  Terms),  to
          extend the Term hereof for an additional period of five (5) years
          (the "Third Extension Term"), commencing upon the first (1st) day
          immediately  following  the  Expiration  Date (as extended by the
          First and  Second  Extension  Terms).  If Tenant  fails to timely
          exercise  its  option to extend  this  Sublease  for the First or
          Second  Extension  Terms,  or to timely  elect to extend the Term
          hereof for the Third  Extension  Term as provided in this Section
          2.2(c),  Tenant  conclusively  shall be deemed to have waived its
          right to extend  the Term  hereof for the Third  Extension  Term.
          After the  election by Tenant to extend the Term hereof  pursuant
          to this Section 2.2(c), each reference to the "Term" hereof shall
          mean the term of this  Sublease  as it has been  extended  by the
          First,  Second and Third Extension  Terms,  and each reference to
          the  "Expiration  Date"  hereof  shall  mean the day  immediately
          preceding  the  twenty-fifth   (25th)  anniversary  date  of  the
          Commencement  Date (unless the  Commencement  Date is a day other
          than the  first  day of a  calendar  month,  in which  event  the
          Expiration  Date shall be the date  twenty-five  (25) years after
          the last day of the calendar  month  following the calendar month
          in which the Commencement  Date occurs),  or such earlier date on
          which this Sublease  terminates pursuant to the terms hereof. The
          precise  agreements,  terms and conditions hereof shall remain in
          effect and be applicable throughout the Third Extension Term.

                    (d) Provided  that Tenant (i) has timely  exercised its
          option to extend this  Sublease  for the First,  Second and Third
          Extension  Terms, and (ii) is not in default of any of the terms,
          covenants  or  conditions  of this  Sublease or of the Fuel Sales
          Agreement,  Tenant  may  elect,  upon  written  notice  given  to
          Landlord on or before the date which is seven (7) months prior to
          the Expiration  Date (as extended by the First,  Second and Third
          Extension  Terms),  to extend the Term  hereof for an  additional
          period  of  five  (5)  years  (the  "Fourth   Extension   Term"),
          commencing  upon the first (1st) day  immediately  following  the
          Expiration  Date (as  extended  by the  First,  Second  and Third
          Extension  Terms).  If Tenant fails to timely exercise its option
          to extend this Sublease for the First,  Second or Third Extension
          Term, or to timely elect to extend the Term hereof for the Fourth
          Extension  Term as  provided  in  this  Section  2.02(d),  Tenant
          conclusively  shall be deemed to have  waived its right to extend
          the Term hereof for the Fourth Extension Term. After the election
          by Tenant to extend  the Term  hereof  pursuant  to this  Section
          2.02(d),  each reference to the "Term" hereof shall mean the term
          of this  Sublease as it has been  extended by the First,  Second,
          Third and  Fourth  Extension  Terms,  and each  reference  to the
          "Expiration Date" hereof shall mean the day immediately preceding
          the thirtieth (30th)  anniversary  date of the Commencement  Date
          (unless the  Commencement  Date is a day other than the first day
          of a calendar  month, in which event the Expiration Date shall be
          the date  thirty  (30) years  after the last day of the  calendar
          month following the calendar month in which the Commencement Date
          occurs),  or such earlier date on which this Sublease  terminates
          pursuant to the terms hereof. The precise  agreements,  terms and
          conditions  hereof  shall  remain  in  effect  and be  applicable
          throughout the Fourth Extension Term.

                    (e) Provided  that Tenant (i) has timely  exercised its
          option to extend this Sublease for the First,  Second,  Third and
          Fourth  Extension Terms, and (ii) is not in default of any of the
          terms,  covenants or  conditions  of this Sublease or of the Fuel
          Sales Agreement,  Tenant may elect,  upon written notice given to
          Landlord on or before the date which is seven (7) months prior to
          the Expiration Date (as extended by the First,  Second, Third and
          Fourth  Extension  Terms),  to  extend  the  Term  hereof  for an
          additional period of four (4) years (the "Fifth Extension Term"),
          commencing  upon the first (1st) day  immediately  following  the
          Expiration  Date (as  extended  by the First,  Second,  Third and
          Fourth Extension  Terms).  If Tenant fails to timely exercise its
          option to extend this  Sublease for the First,  Second,  Third or
          Fourth  Extension  Term,  or to timely  elect to extend  the Term
          hereof  pursuant to this  Section  2.02(e),  Tenant  conclusively
          shall be deemed  to have  waived  its  right to  extend  the Term
          hereof for the Fifth Extension Term. After the election by Tenant
          to extend the Term hereof pursuant to this Section 2.02(e),  each
          reference  to the  "Term"  hereof  shall  mean  the  term of this
          Sublease  as it has been  extended by the First,  Second,  Third,
          Fourth  and  Fifth  Extension  Terms  and each  reference  to the
          "Expiration Date" hereof shall mean the day immediately preceding
          the thirtieth (30th)  anniversary  date of the Commencement  Date
          (unless the  Commencement  Date is a day other than the first day
          of a calendar  month, in which event the Expiration Date shall be
          the  date  thirty-four  (34)  years  after  the  last  day of the
          calendar month in which the  Commencement  Date occurs),  or such
          earlier date on which this  Sublease  terminates  pursuant to the
          terms hereof. The precise agreements, terms and conditions hereof
          shall  remain in effect and be  applicable  throughout  the Fifth
          Extension Term.

     3.   Base Rent; Additional Charges.

          3.1 Base Rent.  Tenant  shall pay to Landlord  during the Initial
Term  annual  base  rental in the amount of  fifty-five  cents  ($0.55) per
square  foot,  for a total  annual  base  ground  rental  of  approximately
Forty-Six  Thousand  Seven Hundred Fifty  Dollars  ($46,750.00)  subject to
adjustment as provided in Section 1.2 (the "Base Rent"), which sum shall be
adjusted as hereinafter  provided,  and shall be payable by Tenant in equal
consecutive   monthly   installments   of  Three   Thousand  Eight  Hundred
Ninety-Five  ($3,895.83)  Dollars  and  Eighty-Three  Cents (or such  other
amount as is equal to one-twelfth (1/12th) of the then prevailing Base Rent
hereunder)  on or before the first day of each month,  in  advance,  at the
address  specified  for  Landlord  in  Article  21 or such  other  place as
Landlord shall designate, without any prior demand therefor and without any
abatement, deductions or setoff whatsoever. If the Commencement Date should
occur on a day  other  than  the  first  day of a  calendar  month,  or the
Expiration Date should occur on a day other than the last day of a calendar
month,  then the rental for such fractional  month shall be prorated upon a
daily basis based upon a thirty (30) day  calendar  month.  Notwithstanding
the  foregoing,  no Base Rent shall be owed by Tenant for the first six (6)
months of the Initial Term.  Landlord and Tenant acknowledge that Base Rent
stated  herein is  calculated  based on an area of the  Premises  of 85,000
square feet.  Promptly following  completion of the Building,  Landlord and
Tenant shall  determine the actual  rentable square footage of the Premises
whereupon the Base Rent payable  hereunder  shall be adjusted  accordingly,
and Landlord and Tenant shall  execute a written  instrument  setting forth
the adjusted Base Rent, if applicable, for the Premises.

          3.2 City of Dallas  Adjustments.  Under  the  Ground  Lease,  the
Ground Lessor has the right,  from time to time, to increase the Landlord's
stated rental rate by  redetermining  the rental to be paid by the Landlord
as the sum of the following:

          (A)  An amount of rent that is determined by the prevailing  rent
               then being charged by the Ground Lessor,  subject to certain
               limitations,  with certain additional triennial  adjustments
               (the "Prevailing Rental Increment"); and

          (B)  Forty  Cents  ($.40)  per  annum  per  square  foot  of land
               contained  within  the  premises  (the   "Additional   Fixed
               Increment").

          It is  understood  and agreed by the Landlord and the Tenant that
the Base Rent in effect  hereunder  shall be increased  by each  Prevailing
Rental  Increment  (less the Base Rent  then in effect  hereunder)  that is
imposed as rent upon the  Landlord  by the Ground  Lessor  under the Ground
Lease, which increases hereunder shall be effective each and every time and
as and when each  Prevailing  Rental  Increment is imposed as rent upon the
Landlord by the Ground Lessor under the Ground Lease.

          It is  further  understood  and  agreed by the  Landlord  and the
Tenant that the Base Rent in effect hereunder shall not be increased by any
Additional Fixed Increment that is imposed as rent upon the Landlord by the
Ground Lessor under the Ground Lease.

          3.3 Rent Adjustments.  Commencing  January 1, 1993 and on January
1st of each year  thereafter,  subject to a maximum  adjustment  of no more
than seven  percent  (7%) per annum,  the Base Rent  shall be  adjusted  as
follows:

          PPI  Adjustment.  On  January  1st of each  year,  the Base  Rent
payable  hereunder shall be adjusted such that the Base Rent shall be equal
to the  greater of (i) the Base Rent in effect as of such  January  1st, or
(ii) the product of the sum of the initial Base Rent payable hereunder plus
all  adjustments  thereto on account of increases  announced by the City of
Dallas as provided in Section 3.2, multiplied by a fraction,  the numerator
of which is the PPI for the July  immediately  preceding  such January 1st,
and the  denominator  of which is the PPI for July of 1992. For purposes of
this  Sublease,  "PPI" shall mean the  Dallas-Fort  Worth,  Texas  Standard
Metropolitan  Statistical  Area Producers Price Index relative to aviation,
or equivalent  index, as published from time to time by the Bureau of Labor
Statistics,  United States  Department of Labor, or the generally  accepted
replacement or successor index.

          3.4 Additional Charges.  Tenant shall pay to Landlord all charges
and other amounts  whatsoever  payable by Tenant to Landlord as provided in
this  Sublease  including  the Exhibits  hereto  (collectively  "Additional
Charges" or "Additional Rent"), including,  without limitation, the charges
for Real  Estate  Taxes  provided  for in  Article 4 and Apron  Space  Rent
provided  for in Article  16, at the place  where the Base Rent is payable.
Landlord  shall  have the same  remedies  for a default  in the  payment of
Additional  Charges or  Additional  Rent as for a default in the payment of
Base Rent. As used herein, the term "Rent" shall mean the Base Rent and all
Additional Charges or Additional Rent.

          3.5 Late  Payments.  If Tenant  shall fail to pay any Rent within
ten (10)  days  after  the date the same is due and  payable,  such  unpaid
amounts shall be subject to a late payment charge equal to one and one-half
percent (1-1/2%) of such unpaid amounts in each instance. Such late payment
charge has been agreed upon by Landlord and Tenant, after negotiation, as a
reasonable estimate of the additional administrative costs and detriment to
Landlord's ability to meet its own obligations  relating to the Building in
a timely  manner  that will be incurred by Landlord as a result of any such
failure  by  Tenant,  the  actual  costs  thereof  in each  instance  being
extremely  difficult  if not  impossible  to  determine.  Such late payment
charge shall constitute  liquidated damages to compensate  Landlord for its
damages  resulting  from such  failure to pay and shall be paid to Landlord
together with such unpaid amounts.

     4.   Taxes.

          4.1  Definitions.  For purposes of this Article 4, the  following
terms shall have the meanings hereinafter set forth:

                    (a)  "Tenant's   Share"  shall  mean  _______   percent
          (____%).  Tenant's  Share  will be  computed  (and  filled in) by
          dividing  the actual total area of the Premises by the total area
          of the  Land  and,  in the  event  that  either  the  area of the
          Premises or the total area of the Land is changed, Tenant's Share
          will be  appropriately  adjusted as of the effective date of such
          change; and as to the Tax Year or Expense Year (as said terms are
          hereinafter defined) in which such change occurs,  Tenant's Share
          shall be  determined  on the basis of the  number of days  during
          such Tax Year and Expense Year at each such percentage.

                    (b) "Tax Year" shall mean each twelve (12)  consecutive
          month period commencing  January 1st of each year,  provided that
          Landlord,  upon  notice to  Tenant,  may change the Tax Year from
          time to time to any other  twelve (12)  consecutive  month period
          and, in the event of any such change, Tenant's Share of Taxes (as
          hereinafter  defined)  shall be  equitably  adjusted  for the Tax
          Years involved in any such change.

                    (c)  "Real   Estate   Taxes"   shall  mean  all  taxes,
          assessments,  fees,  impositions  and charges levied upon or with
          respect  to all or any part of the Land,  Building  and any other
          Improvements   located  thereon.   The  "Land",   "Building"  and
          "Improvements"   are  collectively   referred  to  as  the  "Real
          Property", which term shall also include any personal property of
          Tenant used in  connection  therewith.  Real  Estate  Taxes shall
          include,   without  limitation,   and  whether  now  existing  or
          hereafter enacted or imposed, all general real property taxes and
          general  and  special  assessments  (regardless  of the method of
          valuation  utilized by the taxing  authority in  determining  the
          amount  of any  such tax or  assessment),  all  charges,  fees or
          assessments,  whenever  arising or paid or  payable,  for or with
          respect to transit,  housing,  police, fire or other governmental
          services or purported benefits to or burdens  attributable to all
          or any part of the Real  Property  or any  personal  property  of
          Tenant used in connection therewith, all service payments in lieu
          of taxes,  and any tax,  fee,  imposition or excise on the act of
          entering  into this  Sublease  or any other lease of space in the
          Building,  or on the use or  occupancy  of all or any part of the
          Real  Property,  or on the rent  payable  under  any  lease or in
          connection  with the business of renting  space in the  Building,
          that are now or hereafter  levied or assessed against Landlord or
          Tenant or any part of the Real Property,  by the United States of
          America,  the State of Texas,  the County of Dallas,  the City of
          Dallas,  or  any  political   subdivision,   public  corporation,
          district  or other  political  or public  entity,  and shall also
          include any other tax, fee or other  excise,  however  described,
          that may now or  hereafter  be levied or assessed as a substitute
          for,  or as an addition  to, in whole or in part,  any other Real
          Estate   Taxes,   whether  or  not  now   customary   or  in  the
          contemplation  of the parties on the date of this Sublease.  Real
          Estate Taxes shall not include franchise,  transfer,  inheritance
          or capital stock taxes or income taxes measured by the net income
          of Landlord or Tenant from all sources,  unless,  due to a change
          in the  method  of  taxation,  any of such  taxes  is  levied  or
          assessed against Landlord or Tenant as a substitute for, or as an
          addition  to,  in whole  or in part,  any  other  tax that  would
          otherwise  constitute a Real Estate Tax.  Real Estate Taxes shall
          also include a prorated  portion (based on Tenant's Share) of the
          reasonable legal fees and other costs and disbursements  incurred
          by Landlord in connection with proceedings to contest,  determine
          or reduce Real Estate Taxes, provided,  Landlord has given Tenant
          prior notice of incurring such fees, costs and  disbursements and
          Tenant has provided Landlord with written approval.

          4.2 Payment of Taxes.

                    (a) Prior to Construction of Improvements. Tenant shall
          be obligated  to promptly  pay Tenant's  Share of the Real Estate
          Taxes, if any, for such Tax Year, or portion thereof,  during the
          Term of this Lease on or before the due date. Tenant will use its
          best efforts to obtain a separate tax bill for Tenant's  Share of
          the Real Estate Taxes. Tenant will send Landlord duplicate copies
          of all paid tax receipts.

                    (b) After Completion of  Improvements.  Upon completion
          of the  construction  of the  Improvements in accordance with the
          terms of this Lease,  title to the Improvements shall immediately
          vest  in the  City  of  Dallas.  It is the  understanding  of the
          parties  hereto  that the City will be exempt from the payment of
          any Real Estate Taxes relating to the Improvements.  Tenant shall
          be obligated to promptly pay Tenant's Share of Real Estate Taxes,
          if any, after the completion of the  Improvements  and conveyance
          to the City of Dallas on or before the due date,  including,  but
          not limited to, any taxes for Tenant's personal property.  Tenant
          will send Landlord duplicate copies of all paid tax receipts.

          4.3 Commencement  Date. If the Commencement Date shall occur on a
date other than the first day of a Tax Year,  Tenant's Share of Real Estate
Taxes for the Tax Year in which the  Commencement  Date occurs  shall be in
the proportion that the number of days from and including the  Commencement
Date  to  and  including  the  last  day of  the  Tax  Year  in  which  the
Commencement Date occurs bears to 365.

          4.4 Tax Reduction Proceedings.

                    (a)  Landlord  shall  have the right to  institute  tax
          reduction or other  proceedings to reduce the assessed  valuation
          of the Land,  Building or other  Improvements,  unless such Land,
          Building or other  Improvements are separately  assessed.  Should
          Landlord be  successful  in any such  reduction  proceedings  and
          obtain a rebate for periods during which Tenant has paid Tenant's
          Share of Real Estate Taxes,  Landlord shall,  after deducting its
          expenses  prorated  based on Tenant's  Share,  including  without
          limitation  reasonable  attorneys'  fees and  disbursements,  pay
          Tenant's Share of such rebate to Tenant (prorated for any partial
          year if appropriate).

                    (b) Tenant shall also have the right to  institute  tax
          reduction  or  other  proceedings  to  contest  the  legality  or
          validity of any tax  assessment  or other  imposition  that it is
          directly  or  indirectly  required  to pay under this  Article 4.
          Landlord agrees to execute and deliver such documents  evidencing
          Tenant's  right under this  Article 4 which may be  necessary  or
          helpful in any such context.  Tenant agrees to indemnify and hold
          Landlord  harmless  from any and all  liability,  cost,  expense,
          penalty or interest which may be assessed as a result of Tenant's
          actions hereunder,  and Tenant agrees to promptly pay any amounts
          which  become  due as a result  of a final  determination  of its
          contest.

          4.5 No Forfeiture.  Landlord's failure to prepare and deliver any
tax bill, notice or statement provided for in this Article 4, or Landlord's
or Tenant's  failure to make a demand,  shall not cause Landlord or Tenant,
as the case may be, to forfeit or surrender its right to collect any amount
which may  become  due to it under  this  Article  4.  Notwithstanding  the
foregoing,  Landlord agrees to use reasonable efforts to: (i) notify Tenant
before  filing a property  tax return or  responding  to any inquiry from a
taxing  authority  concerning  the  property  leased  hereunder;   or  (ii)
immediately upon receipt, forward to Tenant a copy of any tax assessment or
other tax related notification relating to the property leased.

     5.   Use of  Premises;  Conduct  of  Business;  Insurance  Requirements;
Restrictive Covenant.

          5.1 Use of Premises. Tenant shall use and continuously occupy the
Premises  during the Term of this  Sublease  solely for the  operation of a
facility  furnishing  aviation   management   services,   general  aviation
maintenance  services,  aviation repair services,  aircraft  completion and
modification services,  aircraft charter, storage of equipment and supplies
and for office and aircraft  hangar use  ancillary or  incidental  thereto.
Tenant  shall not use the  Premises  for any other  use  without  the prior
written consent of Landlord and Ground Lessor.

          5.2  Conduct of  Business.  Tenant  shall not use or  occupy,  or
permit the use or  occupancy  of, the  Premises or any part thereof for any
use other  than the use  specifically  set forth in  Section  5.1,  or in a
manner that would conflict with any other  provisions of this Sublease,  or
that would  conflict  with or violate any permit,  special  restriction  or
certificate of occupancy or completion required, recorded or issued for the
Premises or the Building.

          5.3  Insurance  Requirements.  Tenant  shall not do  anything  or
permit anything to be done or to exist in or about the Premises which shall
subject  Landlord or Ground Lessor to any liability or  responsibility  for
injury to any person or property  by reason of any  business  operation  or
other  activity  being  conducted  in the  Premises.  Tenant,  at  Tenant's
expense, shall comply with all rules, orders,  regulations and requirements
of the American Insurance  Association (formerly the National Board of Fire
Underwriters)  and with any similar body that shall  hereafter  perform the
function of such Association.

          5.4 Restrictive Covenant.

          (a) Restrictive Covenant.  Tenant agrees that, neither it nor any
of its subsidiaries or affiliates,  or any of them, shall as partner, joint
venturer,  shareholder,  agent, employee,  trustee,  beneficiary, or in any
capacity whatever, directly or indirectly, or in any way participate in the
ownership,  management,  operation or profits of any operation  involved in
the sale of aviation fuels or recovery and dispatching of general  aviation
aircraft  ("FBO")  at  Dallas  Love  Field  (the  "Restrictive  Covenant"),
provided  that this  Restrictive  Covenant  shall expire on the earliest to
occur of (i) 15  years  from  the  Commencement  Date,  (ii)  such  time as
Landlord permanently discontinues acting as a supplier of aviation fuels at
Dallas Love Field Airport,  or (iii) the  occurrence of a material  default
under the Fuel Sales Agreement resulting in a termination thereof.

          (b) Validity.  In the event the Restrictive Covenant contained in
subparagraph  (a) above  shall be  adjudicated  by any  court of  competent
jurisdiction  to be partially or totally invalid or  unenforceable  for any
reason,  such covenant shall be deemed modified to the extent  necessary to
render it valid and  enforceable  under the laws of such  jurisdiction,  or
shall be excised from this Sublease, as circumstances may require, and said
subparagraph  (a),  subject  to such  modification  or  deletion,  shall be
enforced  to the  maximum  extent and scope  permitted  by the laws of such
jurisdiction.

          (c)  Remedies.  Landlord,  in addition  to all other  remedies to
which it may be entitled,  at law or in equity, in the event of a breach of
the Restrictive Covenant,  shall also be entitled, as a matter of right, to
injunctive relief in any court of competent jurisdiction.

     6.   Utilities.

          Tenant  shall,  at its sole  cost  and  expense,  furnish  to the
Premises  all  water,  sewage,  gas,  fire  sprinkler,  telephone  or other
communication  services and  electrical  systems (the "Utility  Services").
Tenant shall be solely  responsible  for the maintenance and repair of such
Utility  Services and shall comply with all applicable  governmental  laws,
codes and  regulations  relating to such  Utility  Services.  Tenant  shall
indemnify and hold Landlord harmless against any liability relating to such
Utility Services.

     7.   Construction of Tenant's Building.

          7.1  Construction.  Tenant  shall,  at its sole cost and expense,
construct  or  cause  to  be  constructed,   an  aircraft  hangar  facility
containing  approximately  85,000  square  feet  of net  floor  area.  This
Building   shall  be   constructed   in  accordance   with  the  Plans  and
Specifications (as defined in Section 7.2). Upon completion of the Building
and other Improvements, title to such Building and other Improvements shall
immediately  vest in the City of  Dallas in  accordance  with the terms and
conditions of the Ground Lease.

          7.2 Plans and  Specifications.  Tenant  shall  prepare (and shall
consult with Landlord in the course of preparing)  the following  documents
(all  of  which   are   hereinafter   referred   to  as  the   "Plans   and
Specifications").

                    (a) A site plan (the "Site Plan") showing the locations
          of the  proposed  Improvements  (including,  by  way of  example,
          rather than of limitation, the locations of the Buildings, ramps,
          roadways,  sidewalks,  any other  improvements  for  vehicular or
          pedestrian  ingress and egress,  any utility  lines or facilities
          and storage areas) as they are to be constructed on the Premises,
          which  Site Plan  shall be  satisfactory  for  submission  to the
          Ground Lessor and any other applicable  governmental agencies who
          are required to review and approve the same;

                    (b) Schematic,  elevation and final architectural plans
          for such improvements (the "Architectural Plans");

                    (c) A signage  program for the Premises  (the  "Signage
          Plans").  All  exterior  signs  located  upon the Premises or the
          building  interior  signs which are visible  from the interior of
          the Building must comply with all applicable local, municipal and
          city  ordinances  and must be  approved  by  Landlord  and Ground
          Lessor;

                    (d)  Gardening  and  landscaping  plan for the Premises
          (the "Landscaping  Plan"); 

                    (e)  A  schedule  of  exterior   colors  and   building
          materials  to  be  utilized  by  Tenant  for  the  Building  (the
          "Building Materials Schedule");

                    (f) A lighting  plan for the  Premises  (the  "Lighting
          Plan").

          7.3 Approval of Plans and Specifications. Tenant shall submit the
Plans and  Specifications  to Landlord for approval by Landlord  within one
hundred and twenty (120) days after the  execution  date of this  Sublease.
Tenant  shall  take no action to  effectuate  the Plans and  Specifications
unless Landlord has approved them, which approval shall not be unreasonably
withheld or delayed (and in no event beyond  thirty (30) days from the date
provided to Landlord by Tenant). If Landlord  disapproves any of such Plans
and  Specifications,  it shall promptly notify the Tenant thereof and shall
indicate  in detail to the Tenant the nature of such  revisions  as must be
made  for  them  to be  approved.  Tenant  shall  not be  required  to seek
additional  approval from Landlord for minor or  non-material  revisions to
the Plan and Specifications,  so long as Tenant complies with the terms and
conditions   of  the  Ground   Lease.   Upon  approval  of  the  Plans  and
Specifications  by  Landlord,   both  parties  shall  sign  the  Plans  and
Specifications and it shall be submitted to the Ground Lessor for approval.
Upon approval of the Plans and  Specifications  by the Ground  Lessor,  the
Plans  and  Specifications  shall  be  submitted  to any  other  applicable
governmental  agencies,   including  the  Federal  Aviation  Administration
("FAA"),  for requisite review and approval.  Tenant agrees to use its best
efforts to obtain approval of the Plans and Specifications by Landlord, the
Ground Lessor and any other applicable governmental agencies and shall make
any necessary revisions to the Plans and Specifications in a timely manner.
Landlord  agrees to reasonably  assist Tenant in obtaining  approval of the
Ground Lessor of Tenant's Plans and Specifications hereunder. If such Plans
and  Specifications  are not  reasonably  approved by any of the applicable
parties, Tenant shall have the right to terminate this Sublease upon thirty
(30)  days  written  notice  and  all  obligations  and  liabilities  shall
terminate  and Rent shall be prorated  accordingly.  Tenant  agrees to send
Landlord  copies of all  correspondence  to Ground Lessor  relating to this
Sublease.

          7.4 Completion of Construction.  Tenant shall, within twelve (12)
months after the date Tenant receives all requisite  approvals of the Plans
and  Specifications  (a)  construct  upon the  Premises all of the proposed
Improvements in accordance with the Plans and  Specifications and in a good
and workmanlike  manner utilizing quality materials (and shall complete all
of them to the extent  required  for the  Tenant to be issued a  permanent,
unconditional   Certificate   of  Occupancy   therefor  by  the  applicable
governmental  authorities)  and (b) open the Building for the use set forth
in Section 5.1; provided,  however,  that such twelve (12) month period may
be extended as necessary for delays due to labor  disputes,  Acts of God or
the public enemy,  casualty or other  conditions or causes beyond  Tenant's
control,  so long as Tenant notifies  Landlord of the delay and the reasons
for such delay and so long as Tenant thereafter  re-commences  construction
as soon after the delay as possible.

          7.5 Payment Bond and Performance  Bond. Prior to the commencement
of the construction of the Improvements, Tenant shall furnish to Landlord a
true, correct and complete copy of a general  construction  contract with a
reputable  and  bondable  contractor.  The  Landlord  reserves the right to
reject the  contractor.  Tenant shall also provide  Landlord with a payment
bond  and a  performance  bond  for the full  amount  of such  construction
contract that are issued by a surety that is acceptable to the Landlord and
that are in both form and  substance  that are  acceptable to the Landlord,
all in its sole judgement and discretion.

          7.6  Licenses,  Permits.  Tenant  shall  keep in full  force  and
effect,  at its sole cost and expense,  during  construction and throughout
the Term of this Sublease, all licenses, consents and permits necessary for
the  construction of the Improvements on the Premises and the lawful use of
the Premises,  and in connection  therewith,  Landlord  agrees to join with
Tenant in the application for such licenses, consents and permits, provided
that such  application  is at no cost or expense to  Landlord  and  further
provided that Tenant  indemnifies and holds Landlord  harmless as set forth
in Section 19.2 and Section 19.3.

          7.7  Personal  Property.  All  furniture,  furnishings  and other
articles of movable personal  property  installed in the Premises by or for
the  account  of Tenant,  without  expense  to  Landlord,  and which can be
removed without  structural or other material damage to the Building or the
Premises (all of which are herein called "Tenant's  Property") shall be and
remain the  property  of Tenant and may be removed by it at any time during
the Term;  provided that if any of Tenant's Property is removed,  Tenant or
any party or person  entitled to remove it shall  repair or pay the cost of
repairing any damage to the Premises or to the Building resulting from such
removal,  which obligation to perform or pay for such repairs shall survive
the termination of this Sublease.

          7.8 Removal of  Personal  Property.  At or before the  Expiration
Date of this  Sublease,  Tenant  shall  remove  from  the  Premises  all of
Tenant's Property except such items as the parties shall have agreed are to
remain and to become the property of Landlord, and if Landlord so requests,
Tenant shall also remove any additional  work or  alterations  installed by
Tenant. In each instance,  Tenant at its sole cost and expense shall repair
any  damage to the  Premises  or  Building  resulting  from  such  removal.
Tenant's  obligations  under this Section 7.8 shall survive the termination
of this Sublease.  Any other items of Tenant's  Property which shall remain
in the Premises after the Expiration  Date or termination of this Sublease,
may, at the option of Landlord,  be deemed  abandoned  and in such case may
either be retained by Landlord as its property or be disposed  of,  without
accountability, at Tenant's expense in such manner as Landlord may see fit.

          7.9 Ownership.  Subject to the terms and provisions of the Ground
Lease,  ownership of and title to the  Building and all other  Improvements
located  on the  Premises  shall  be  conveyed  to  the  Ground  Lessor  in
accordance with Section 7.1. Upon the expiration or earlier  termination of
this Sublease,  Tenant shall remove  Tenant's  Property in accordance  with
Section  7.7 and  Section  7.8.  The  Landlord  shall  become  entitled  to
possession of the Building and all  appurtenances,  fixtures,  machinery or
equipment  attached to or used in connection with the Building in the event
this Sublease  terminates or expires prior to the termination or expiration
of the Ground Lease.  Tenant shall not remove any appurtenances,  fixtures,
machinery or equipment (other than Tenant's  Property) from the Building or
Premises  which is required  for the  operation of the Building for the use
set forth in Section 5.1.

          7.10 Removal of Signs.  Upon the  termination  of this  Sublease,
Tenant shall  remove,  obliterate or paint out, as required by the Director
of Aviation of the City of Dallas,  any and all such signs and advertising,
and shall  restore the Premises  and the Building to the same  condition as
prior to the placement  thereon of any signs or  advertising.  In the event
that the  Tenant  fails to remove,  obliterate  or paint out each and every
sign or  advertisement  of Tenant the Landlord may have the necessary  work
performed at the expense of the Tenant,  and the charge  therefor  shall be
paid by the  Tenant  to the  Landlord  within  five (5) days  after  demand
therefor, and a copy of the invoice is provided to Tenant.

          7.11 Tenant  Changes.  Subject to the terms and conditions of the
Ground Lease, Tenant shall make no alterations, installations, additions or
improvements  (collectively  "Tenant's  Changes")  in  or to  the  Premises
without   Landlord's  prior  written   consent,   which  Landlord  may  not
unreasonably withhold. No Tenant's Changes shall require Landlord to do any
work or expend any sums,  whether  pursuant to any applicable  law, code or
regulation or  otherwise,  for or with respect to the Premises or any other
part of the Real Property.  All Tenant's  Changes shall be done at Tenant's
expense,  at such times and in such manner so as not to interfere  with the
operations of Landlord or its other Tenants,  in accordance  with plans and
specifications  approved by Landlord, only by such contractors or mechanics
as are approved by Landlord,  in conformity  with the  requirements of this
Sublease, and subject to all other conditions which Landlord may reasonably
impose.  Any proposed  Tenant's  Changes to or affecting any of the Utility
Services  must be approved  by  Landlord,  so long as such  approval is not
unreasonably  withheld.  Tenant shall  reimburse  Landlord  for  Landlord's
reasonable  costs and  expenses  incurred in  connection  with any proposed
Tenant's  Changes,   including  without  limitation  any  fees  charged  by
Landlord's  architect or engineer in  connection  with the  preparation  or
review of any plans and  specifications  for any proposed Tenant's Changes,
within five (5) days after demand therefor by Landlord.

     8.   Maintenance and Repairs.

          8.1 Repairs.  Tenant shall, throughout the Term of this Sublease,
and at Tenant's sole cost and expense, take good care of the Building,  the
Utility Service Equipment, the Premises, and any other Improvements located
thereon,  and keep them in good order and condition to the extent necessary
to maintain them in a first-class condition as defined in the Ground Lease;
and

          8.2 Maintenance. Tenant shall keep and maintain the Premises in a
clean and orderly condition,  free of accumulation of dirt,  rubbish,  snow
and ice, except as may be necessary for construction work.

          8.3 Repair Requirements.  All repairs and replacements made by or
on  behalf of Tenant or any  person  or entity  claiming  through  or under
Tenant shall be made and  performed  (a) at Tenant's  cost and expense in a
good and  workmanlike  manner by licensed  and  reputable  contractors  and
mechanics so that such repairs and replacements  shall be at least equal in
quality, value and utility to the original work or installation; and (b) in
accordance  with any applicable  Rules and  Regulations  and with all Legal
Requirements (as defined in Article 10).

     9.   Liens.

          Tenant shall keep the Premises free from any liens arising out of
the  construction  of the  Improvements  in  accordance  with the Plans and
specifications  or Tenant's Changes and any other work performed,  material
furnished or obligations  incurred by or for Tenant or any person or entity
claiming  through  or under  Tenant.  In the event that  Tenant  shall not,
within  twenty (20) days after  written  notice from Landlord or the Ground
Lessor of the  imposition  of any such lien,  cause same to be  released of
record by payment or posting of a proper bond,  Landlord shall, in addition
to all other remedies provided herein and by law, cause same to be released
by such  means as it shall  deem  proper,  including  payment  of the claim
giving rise to such lien.  All such sums paid by Landlord  and all expenses
incurred by Landlord in connection  therewith (including without limitation
reasonable  attorneys'  fees)  shall be  payable to  Landlord  by Tenant on
demand.

     10.  Compliance with Laws.

          Tenant  shall not use or occupy,  or permit the use or  occupancy
of, the Premises in a manner that would violate any Legal Requirements,  as
defined below. Tenant, at Tenant's cost and expense,  shall comply with all
Legal  Requirements  (as  defined  below)  that shall  impose any duty upon
Landlord or Tenant  with  respect to the  Premises or the use or  occupancy
thereof.  The term  "Legal  Requirements"  shall  mean all laws,  statutes,
codes, acts, ordinances, orders, judgements,  decrees, injunctions,  rules,
regulations,   permits,   licenses,   authorizations,    restrictions   and
requirements of and agreements with all courts and governmental authorities
now or hereafter in effect and  applicable to the Real Property or any part
thereof, or any of the adjoining sidewalks, streets or ways. Landlord shall
promptly  furnish  Tenant  with  copies of any  notices  Landlord  receives
regarding the violation of any Legal Requirements relating to the Premises.

     11.  Subordination

          11.1  Subordination to Ground Lease. This Sublease is subject and
subordinate to the Ground Lease, the rights of the Ground Lessor thereunder
and any  modifications,  extensions  and renewals of the Ground Lease,  and
also to all existing  mortgages and deeds of trust  encumbering  Landlord's
leasehold interest.  If the Ground Lease shall terminate for any reason, or
if Landlord  shall default under any such mortgage or deed of trust and the
mortgagee or beneficiary  shall foreclose its lien or accept  conveyance in
lieu of  foreclosure,  and provided that  immediately  prior to the time of
such  termination or such  foreclosure or conveyance in lieu thereof,  this
Sublease shall be in effect, this Sublease shall, at the election of Ground
Lessor or such mortgagee or beneficiary, which election shall be subject in
any case to the terms of the Ground Lease or the mortgage or deed of trust,
as  applicable,  become a lease of the Premises  between  Ground Lessor and
Tenant  upon all of the terms and  conditions  set forth in this  Sublease;
provided that neither Ground Lessor nor such mortgagee or beneficiary shall
be liable  to Tenant  for any  default  of  Landlord  under  this  Sublease
occurring prior to such  termination,  foreclosure or conveyance in lieu of
foreclosure, or be subject to any offsets,  counterclaims or defenses which
Tenant may be entitled to assert  against  Landlord or be bound by payments
by Tenant of Base Rent for more than one month in  advance  of the due date
thereof or payments of security  deposits  or  Additional  Charges,  unless
Landlord  delivers  such  amounts  to Ground  Lessor or such  mortgagee  or
beneficiary.  Tenant  hereby  acknowledges  receipt of a copy of the Ground
Lease from Landlord.

          11.2  Compliance  with  Ground  Lease.  In addition to all of the
terms and provisions contained herein,  Tenant shall comply with all of the
provisions  of the Ground Lease which are to be observed  and  performed by
Landlord (as Tenant  thereunder)  save and except those  provisions of the,
Sublease regarding the payment of rent. The Ground Lease is incorporated in
this  Sublease  for all  purposes as if fully set forth herein and Landlord
shall notify  Tenant of any change or amendments to such Ground Lease prior
to the  effective  date  thereof,  or if that is not  possible,  as soon as
reasonably possible.  Tenant agrees to indemnify,  defend and hold Landlord
and its directors,  officers,  agents and employees harmless from any claim
or liability arising from Tenant's failure to comply with the provisions of
the  Ground  Lease.  Tenant  hereby  acknowledges  receipt of a copy of the
Ground Lease. Notwithstanding anything herein to the contrary, in the event
of a conflict  between the terms and  conditions  of the Ground  Lease,  as
amended,  and the terms and conditions of this  Sublease,  the Ground Lease
shall control.

          11.3  Ground   Lessor   Approval.   Landlord  and  Tenant  hereby
acknowledge that this Sublease is subject to the approval of Ground Lessor,
and it is further  acknowledged that nothing herein contained shall enlarge
or  extend  the   liabilities   and   obligations  of  the  Ground  Lessor.
Notwithstanding  anything  contained  herein to the  contrary,  the parties
hereto  shall  be bound  by all  terms  and  conditions  of this  Sublease,
including, without limitation, Tenant's obligation to pay rental hereunder,
pending receipt of approval by the Ground Lessor;  provided,  however, that
Landlord  shall not be liable or have any further  obligations to Tenant in
the event the Ground Lessor does not approve this Sublease.

          11.4   Expiration  of  Sublease   Agreement.   In  the  event  of
cancellation  or termination of the Ground Lease prior to the expiration of
the  Term  hereof,  or in the  event  of  the  surrender  thereof,  whether
voluntary,  involuntary, or by operation of law, or should Landlord fail to
exercise any of its extension  options  under the Ground Lease,  the Tenant
shall  make full and  complete  attornment  to the  Ground  Lessor  for the
balance  of the  term  of  this  Sublease,  upon  the  same  covenants  and
conditions as are contained  herein,  so as to establish  direct privity of
estate and contract between the Ground Lessor and the Tenant, with the same
force and effect as though this Agreement was originally made directly from
the Ground Lessor to the Tenant.  The Tenant shall make all Rental payments
thereafter directly to the Ground Lessor.

          11.5 Subordination to Mortgages. In addition to being subject and
subordinate  to the  Ground  Lease,  this  Sublease  shall be  subject  and
subordinate  at all times  to:  (a) the lien of any  mortgages  or deeds of
trust that may now exist or  hereafter  be executed in any amount for which
the ground leases or underlying  leases,  Building  rentals,  or Landlord's
interest or estate in any of said items is specified as security.  Landlord
shall use its best  efforts  to secure  in any such  mortgages  or deeds of
trust and in any such other ground leases or  underlying  leases a covenant
on the  part of the  mortgagees,  beneficiaries  or  ground  or  underlying
lessors  thereunder to recognize the interest of Tenant under this Sublease
in the event of any  foreclosure or conveyance in lieu of  foreclosure,  or
any  termination of any such ground or underlying  lease, if at the time of
any such event Tenant is not then in default hereunder. Notwithstanding any
recognition of this Sublease by any such mortgagees,  beneficiaries,  or by
Ground  Lessor or any  existing  mortgagee  or  beneficiary,  (i)  Tenant's
interest under this Sublease shall nevertheless be subject to the rights of
such  mortgagees  or  beneficiaries  or  Ground  Lessor  to  insurance  and
condemnation  proceeds  with  respect to the Real  Property,  (ii) any such
recognition  of Tenant's  interest  under this Sublease shall not result in
any  liability  or  responsibility  on the  part  of any  such  mortgagees,
beneficiaries  or Ground  Lessor,  for any past  defaults of Landlord,  the
prepayment of any Rent by Tenant,  any claim or setoff that Tenant may have
against  Landlord,  or any  obligations  of  Landlord  with  respect to the
construction  of the Building or the  Premises,  or any part  thereof,  and
(iii) no amendment of this Sublease shall be binding on any such mortgagees
or beneficiaries  or ground or underlying  lessors or Ground Lessor without
such party's written  consent.  Notwithstanding  the foregoing,  so long as
Tenant shall pay its Rent and perform all of its obligations hereunder,  no
such  mortgagee  or  beneficiary  shall  interfere  with  Tenant's  use and
occupancy of the Premises in accordance with the terms hereof.

          11.6 Self-Operating Provisions. The provisions of this Article 11
shall be self-operative and no further instrument shall be required. Tenant
covenants and agrees, however, to execute and deliver, promptly upon demand
by Landlord and in the form requested by Landlord, any additional documents
evidencing  the  subordination  of this Sublease with respect to the Ground
Lease or the lien of any such mortgages or deeds of trust.

     12.  Assignment and Subletting.

          12.1 Consent  Required.  Neither Tenant,  nor any other person or
entity  which at any time uses or  occupies,  or holds any interest in this
Sublease with respect to, all or any part of the Premises, whether acquired
directly or  indirectly  from  Tenant,  including  without  limitation  any
subtenant or subassignee and any person or entity acquiring any interest of
Tenant or any such other person or entity under this  Sublease  pursuant to
any   foreclosure   sale  or  conveyance  in  lieu  thereof   (collectively
"Transferor"), shall directly or indirectly, voluntarily or by operation of
law, sell,  assign,  encumber,  pledge or otherwise transfer or hypothecate
all or any part of its  interest in or rights with  respect to the Premises
or its leasehold or subleasehold  estate  (collectively,  "Assignment")  or
permit all or any portion of the  Premises  to be occupied by anyone  other
than  itself or sublet all or any  portion of the  Premises  (collectively,
"Sublease"),  without  Landlord's and Ground Lessor's prior written consent
in each instance as provided hereinbelow,  and each Transferor's  leasehold
estate  shall  consist only of the right to use and occupy the Premises (or
the portion  thereof covered by a Sublease) for its own purposes during the
term of its leasehold estate.

          12.2  Notice  of  Proposed  Transfer.  If  Tenant  or  any  other
Transferor  desires at any time to enter into an  Assignment or a Sublease,
it shall first give  written  notice to Landlord of its  intention to do so
(the "Notice of Proposed  Transfer"),  which  notice shall  contain (a) the
name  of  the  proposed  assignee,   subtenant  or  occupant  (collectively
"Transferee"),  (b) the nature of the proposed  Transferee's business to be
carried on in the  Premises,  (c) the terms and  provisions of the proposed
Assignment  or  Sublease,  and (d) the most recent  financial  statement or
other equivalent financial information  concerning the proposed Transferee.
In  addition,  Tenant  shall  provide  to  Landlord  such  other  financial
information  as Landlord may request  concerning  the proposed  Transferee.
Once given,  any such Notice of Proposed  Transfer shall be irrevocable for
such period of time as is permitted under Section 12.3 for Landlord to make
an election and for such election to become final.

          12.3  Landlord's  Electives.  At any time within twenty (20) days
after Landlord's receipt of any Notice of Proposed  Transfer,  Landlord may
by  written  notice  to Tenant or other  Transferor  elect to (a)  Sublease
itself  from  Tenant the portion of the  Premises  covered by the  Sublease
specified in the Notice of Proposed  Transfer,  or any portion thereof,  on
the terms and  conditions  set forth in the  Notice of  Proposed  Transfer,
except as otherwise  provided in Section 12.4 and Section 12.5, (b) consent
to  the  Sublease  or  Assignment,   or  (c)  disapprove  the  Sublease  or
Assignment.  Landlord  may elect the option in clause (a) above in its sole
and  absolute  discretion;  provided  that if  Landlord  does not elect the
option in clause (a), then Landlord agrees not to unreasonably withhold its
consent to the Sublease or  Assignment,  but in any event such  Sublease or
Assignment shall be subject to the provisions of Section 12.6.

          12.4 Takeback Space. In the event Landlord elects the options set
forth in Section 12.3(a) with respect to all or any portion of the Premises
(the "Takeback  Space"),  Tenant or other Transferor shall (a) at all times
provide without charge  reasonable and  appropriate  access to the Takeback
Space (if less than the entire Premises) and use of any common facilities.

          12.5  Landlord's  Rights.  If Landlord  elects to  Sublease  from
Tenant or other  Transferor as described in Section  12.3(a),  (a) Landlord
shall  have the  right to use the  Takeback  Space  for any  legal  purpose
consistent  with the Ground Lease,  as amended,  or this Sublease,  (b) the
rent  and any  other  charges  payable  by  Landlord  to  Tenant  or  other
Transferor  thereunder  shall be that set forth in the  Notice of  Proposed
Transfer,  (c)  Landlord  may  make  alterations  and  improvements  to the
Takeback Space as it shall elect and any such  alterations or  improvements
may be removed, in whole or in part, prior to or upon the expiration of the
Sublease,  provided that any damage or injury to the Takeback  Space caused
by such removal shall be repaired, and (d) Landlord shall have the right to
further  assign or sublease  the  Takeback  Space to any party  without the
consent of Tenant or other Transferor, provided, that Landlord shall be and
remain  liable  to Tenant  for the  payment  of the rent and other  charges
payable by Landlord  hereunder and for the performance of all of the terms,
covenants,  conditions and agreements  relating to the Takeback Space to be
performed by Landlord.

          12.6 Conditions of Assignment or Sublease.  If Landlord  consents
to any Sublease or Assignment as set forth in Section 12.3(b):

                    (a) Tenant or other  Transferor may  thereafter  within
          ninety  (90)  days  after  Landlord's  consent  enter  into  such
          Assignment  or  Sublease,  but only  with the  party and upon the
          specific terms and conditions set forth in the Notice of Proposed
          Transfer;

                    (b) In the  case of a  Sublease,  Tenant  shall  pay to
          Landlord monthly,  together with the monthly installments of Rent
          hereunder,  fifty percent (50%) of the excess, if any, of any and
          all sums  actually  paid to or on behalf  of  Tenant  under or in
          connection with such Sublease over (i) the Rent payable by Tenant
          under this Sublease for the space covered by such Sublease (which
          shall be a pro rata portion of the Rent payable  hereunder in the
          case of a Sublease of a portion of the  Premises),  (ii) costs of
          any additional leasehold improvements made to the space sublet in
          excess of the cost to  Landlord of any  Landlord's  Work which is
          not  billed  to and paid for by  Tenant,  allocated  to the space
          sublet (on a per rentable  square foot basis),  and provided that
          such  leasehold  improvement  costs shall be  amortized  over the
          shorter of the useful life of such leasehold  improvements or the
          remaining term of this Sublease as of the date of installation of
          such leasehold improvements,  and (iii) Tenant's reasonable costs
          incurred   in   subleasing   the  space,   including   reasonable
          commissions and reasonable  legal fees and expenses,  or incurred
          in  enforcing  the terms of the Sublease or pursuing any remedies
          against  the  subtenant,  including  reasonable  legal  fees  and
          expenses, provided that Tenant shall furnish Landlord with copies
          of bills  or  other  similar  documentation  substantiating  such
          costs; and

                    (c) Such Sublease or Assignment shall be subject to and
          in full  compliance  with all of the terms and provisions of this
          Sublease;  and Landlord's  consent to such Sublease or Assignment
          shall not be  construed as a consent to any terms  thereof  which
          are  inconsistent  or in conflict  with any of the  provisions of
          this Sublease unless and only to the extent that Landlord in such
          consent  specifically  agrees  in  writing  to be  bound  by such
          inconsistent or conflicting terms.

          12.7 No Release of Tenant;  No Waiver.  No consent by Landlord to
any  Assignment  or Sublease by Tenant or other  Transferor  shall  relieve
Tenant or other  Transferor of any  obligation to be performed by Tenant or
such  Transferor  under this  Sublease,  arising  before the  Assignment or
Sublease,  nor  shall  it  relieve  Tenant  or  other  Transferor  from the
obligation  to  obtain  Landlord's  express  written  consent  to any other
Assignment  or  Sublease.  Any  Assignment  or  Sublease  that  is  not  in
compliance  with  this  Article  12 shall be void  and,  at the  option  of
Landlord,  shall  constitute  a  material  default  by  Tenant  under  this
Sublease. The acceptance of any Rent by Landlord from a proposed Transferee
shall not constitute  consent to such Assignment or Sublease by Landlord or
a recognition  of any  Transferee or a waiver by Landlord of any failure of
Tenant or other Transferor to comply with this Article 12.

          12.8  Direct or  Indirect  Sales.  Subject to the  provisions  of
Section 12.3,  any direct or indirect sale or other  transfer of a majority
of the  voting  stock of  Tenant  or other  Transferor,  if  Tenant or such
Transferor  is a  corporation,  or any  direct  or  indirect  sale or other
transfer of a majority of the general  partnership  interests  in Tenant or
other Transferor,  if Tenant or other Transferor is a partnership,  whether
any  such  sale  or  transfer  shall  occur  as the  result  of any  single
transaction or event or any series of transactions  or events,  shall be an
Assignment for purposes of this Article 12 if this Sublease constitutes all
or  substantially  all of  the  real  estate  assets  of  Tenant  or  other
Transferor.  In addition,  any direct or indirect  sale or other  transfer,
including by merger or  consolidation,  of all or a substantial part of the
assets of Tenant or other  Transferor  to another  person or entity,  shall
constitute an  Assignment  for purposes of this Article 12. As used in this
Section 12.8,  the term  "Transferor"  shall also mean any entity which has
guaranteed Tenant's or other Transferor's  obligations under this Sublease,
and the  prohibitions  hereof shall be applicable to any direct or indirect
sales or  transfers of the stock,  partnership  interests or assets of said
guarantor  to  the  same  extent  as if  such  guarantor  were  the  Tenant
hereunder.

          12.9  Assumption of Obligations by Transferee.  Each  Transferee,
other than  Landlord,  shall  assume all  obligations  of Tenant under this
Sublease  and shall be and remain  liable for the payment of Rent,  and for
the performance of all of the terms,  covenants,  conditions and agreements
herein  contained on Tenant's part to be performed for the Term;  provided,
however,  that  without  limiting  the  obligations  of Tenant  under  this
Sublease  the  Transferee  shall be liable to Landlord for Rent only in the
amount set forth in the Assignment or Sublease unless  otherwise  agreed by
the parties  thereto.  No  Assignment  shall be binding on Landlord  unless
Tenant or other  Transferor  or  Transferee  shall  deliver  to  Landlord a
counterpart  of the  Assignment  and an instrument in recordable  form that
contains  a covenant  or  assumption  by such  Transferee  satisfactory  in
substance and form to Landlord and consistent with the requirements of this
Section 12.9, but the failure or refusal of such Transferee to execute such
instrument of  assumption  shall not release or discharge  such  Transferee
from its  liability as set forth above.  Tenant or other  Transferor  shall
reimburse  Landlord on demand for any reasonable costs that may be incurred
by  Landlord  in  connection  with any  proposed  Assignment  or  Sublease,
including without  limitation the costs of making  investigations as to the
acceptability  of  the  proposed  Transferee  and  reasonable  legal  costs
incurred  in  connection  with  the  granting  of  any  requested  consent.
Notwithstanding  the foregoing,  Tenant shall not be required to pay any of
the foregoing costs in connection with the granting of a requested  consent
which exceed seven  hundred  fifty  dollars  ($750.00).  If Landlord  shall
exercise any of its options under Section 12.3 (a) or (c), Transferor shall
indemnify,  defend and hold harmless Landlord and Ground Lessor against and
from any and all  loss,  liability,  damage,  cost and  expense  (including
without limitation reasonable attorneys' fees and disbursements)  resulting
from  any  claims  that  may be  made  against  Landlord  by  the  proposed
Transferee  or by  any  party  engaged  or  retained  by  Tenant  or  other
Transferor  or the  proposed  Transferee  in  connection  with any proposed
Assignment  or  Sublease,  including  without  limitation  any real  estate
brokers, agents or sales personnel.

          12.10 Approval by Ground Lessor.  The parties hereby  acknowledge
that any  Assignment  or Sublease  of the  Premises  must be  approved  and
consented to by the Ground  Lessor.  Landlord shall not be liable to Tenant
for Ground Lessor's failure to approve any such Assignment or Sublease.

     13.  Destruction.

          13.1 Restoration. If a substantial portion of the Building or the
other Improvements on the Premises shall be damaged or destroyed during the
Term of this Sublease,  the Tenant shall:  immediately  notify the Landlord
and the Ground  Lessor and may elect to promptly  commence and complete the
restoration  of the Building  and other  Improvements  (the  "Restoration")
within  eighteen (18) months after such damage occurs at Tenant's sole cost
and expense (even if such cost and expense  exceeds the amount of insurance
proceeds  that is  available  therefor) as nearly as possible to the value,
condition and character of the Improvements  immediately before such damage
or destruction,  all in accordance with Plans and  Specifications  therefor
which  have  been  approved  by  Landlord,  Ground  Lessor  and  any  other
applicable  parties.  Tenant shall complete the Restoration of the Premises
in  accordance  with  the  requirements  set  forth  in  Article  7 of this
Sublease.  If the  Restoration  is not completed  within said eighteen (18)
month  period,  Landlord,  in  addition  to all other  rights and  remedies
available at law or in equity shall be entitled to terminate  this Sublease
upon fifteen (15) days written notice to Tenant. In the event of any damage
or  destruction  of the Premises,  this Sublease shall remain in full force
and effect and rent shall not abate during this period. Notwithstanding the
foregoing,  in the event a substantial portion of the Building is destroyed
or damaged  during the Term,  Tenant shall not be obligated to complete the
Restoration  and shall notify  Landlord of its election not to complete the
Restoration  within  forty-five  (45)  days  after  the date the  damage or
destruction  has  occurred.  In the event Tenant elects not to complete the
Restoration or fails to make such election  within the forty-five  (45) day
period, Landlord shall be entitled to terminate this Lease upon thirty (30)
days  written  notice to Tenant and  Tenant  shall  have  thirty  (30) days
thereafter  to remove the  remaining  structure,  including  all debris and
rubbish,  so as to surrender the Premises to Landlord in the same condition
as on the date hereof.

          13.2  Insurance  Proceeds.  All insurance  proceeds  payable as a
result of such casualty  under  policies of insurance  against the same and
received by Tenant shall be deposited with an escrow agent mutually  agreed
upon by both parties (the "Depository") and shall be applied as follows:

                    (a) in the event that Tenant elects not to complete the
          Restoration or fails to make such election as provided above, the
          insurance proceeds shall be applied by the Depository as follows:

                         (i) First, to be paid to Tenant for removal of the
          remaining  structure,  including all debris and rubbish, so as to
          restore the Premises to the same condition as of the Commencement
          Date hereof;

                         (ii)  Second,  to be paid to Tenant to satisfy any
          indebtedness  incurred  by Tenant  solely  for the  construction,
          replacement or repair of the Building and other  Improvements  on
          the Premises;

                         (iii)  Third,  to be paid to Tenant for the amount
          expended by Tenant in  connection  with the  construction  of the
          ramp and the hook-up and related costs for  electrical  and water
          utilities on the Premises; and

                         (iv) Fourth, the balance, if any, of such proceeds
          shall be divided  between  Tenant and the Ground Lessor in such a
          way that Ground Lessor  receives the amount equal to such balance
          multiplied  by the ratio of which the  numerator is the number of
          months that Tenant has subleased  the Premises  hereunder and the
          denominator  is 408,  which is the total  number of months of the
          maximum term under this  Sublease,  as  determined  by the sum of
          months in the Initial Term and all five (5) Extensions Terms, and
          the Tenant receives the remainder, if any, of such balance.

                    (b) in the event that the Tenant elects to complete the
          Restoration,  the  insurance  proceeds  shall be  applied  by the
          Depository to the Tenant or as the Tenant may direct from time to
          time  as the  Restoration  progresses,  to pay or  reimburse  the
          Tenant for the cost of the  Restoration,  upon  Tenant's  written
          request accompanied by evidence satisfactory to the Landlord that
          an amount  equaling the amount  requested is then due and payable
          or has been paid,  and is properly a part of such cost,  and that
          the net insurance proceeds not yet advanced will be sufficient to
          complete the Restoration.  Before such construction commences and
          at any time thereafter  upon notice to it from the Landlord,  the
          Tenant  shall  deposit  with  the  Depository  such  sums  as are
          required  to  complete  the  Restoration.  Upon  receipt  by  the
          Landlord and Ground Lessor of evidence  satisfactory to them that
          such  Restoration has been completed and the cost thereof paid in
          full,  and that no mechanics',  materialmen'  or similar lien for
          labor or materials supplied in connection therewith may attach to
          the Premises, the balance, if any, of such proceeds shall be paid
          to Tenant or as it may direct.

          13.3 Application of Insurance Proceeds Upon Termination. Anything
contained   in  the   provisions   of  this   Sublease   to  the   contrary
notwithstanding, if the Tenant elects to commence Restoration under Section
13.1,  then upon the  expiration  or earlier  termination  of this Sublease
before  such  Restoration  is  completed  free and clear of any liens,  any
insurance proceeds not theretofore  applied to the cost of such Restoration
shall be paid directly to Landlord and Landlord shall utilize such proceeds
to  complete,  or cause to be  completed,  the  Restoration  to the  extent
possible  with the insurance  proceeds;  provided,  however,  that Landlord
shall not be required to pay for any restoration  work beyond the amount of
insurance proceeds that is available therefor, or, if Landlord elects, such
proceeds  shall be paid to the Ground Lessor and the Landlord shall have no
obligation to complete the Restoration.

          13.4 Waiver of Subrogation. Landlord and Tenant shall each obtain
and  maintain,  throughout  the Term,  in any casualty  insurance  policies
carried by such party covering any part of the Real Property, the Premises,
or the  contents  therein,  including  Tenant's  Property,  a waiver of all
rights of subrogation which the insurer of one party might have against the
other party,  which  waiver  shall be effective so long as a  corresponding
waiver  is  carried  by  the  other  party  in  its  policies.  In  further
implementation  of  the  foregoing,   each  party  hereby  waives  (a)  any
obligation on the part of the other party to make repairs  necessitated  or
occasioned  by fire or other  casualty  that is an insured  risk under such
policies,  and (b) any right of recovery against the other party, any other
permitted occupant of the Premises,  and any of their servants,  employees,
agents or  contractors,  for any loss  occasioned by fire or other casualty
that is an insured risk under such policies.  If such waiver of subrogation
can be obtained  under any such policy of insurance only upon payment of an
additional  premium and the party benefiting from such waiver shall not pay
such  additional  premium on demand,  or if such waiver  cannot be obtained
upon other conditions  acceptable to the party benefiting from such waiver,
then the party  benefiting  from such waiver shall be deemed to have agreed
that  the  other  party  shall  be  released  from  all  of  its  foregoing
obligations  and  waivers  under this  Section  13.4.  Except to the extent
expressly provided in this Section 13.4, nothing contained in this Sublease
shall  relieve  Tenant of any  liability  to Landlord  or to its  insurance
carriers  which Tenant may have under law or under the  provisions  of this
Sublease in  connection  with any damage to the Premises or the Building by
fire or other casualty.

     14.  Eminent Domain.

          14.1  Taking.  As used  herein,  the term  "Taking"  shall mean a
permanent or temporary  condemnation or taking of all or any portion of the
Premises or the  Building,  in any manner for public or  quasi-public  use,
including  but not  limited  to a  conveyance  or  assignment  in lieu of a
condemnation or taking. Except as otherwise provided in Section 14.6:

                    (a)  Entire  Premises.  If a Taking  covers  the entire
          Premises,  this Sublease shall automatically  terminate as of the
          earlier  of the  date of the  vesting  of  title  or the  date of
          dispossession of Tenant as a result of such Taking and the Annual
          Base Rent,  any  Additional  Rent and all other sums and  charges
          required to be paid by the Tenant  hereunder shall be apportioned
          and paid to the date of termination.

                    (b) Part of Premises. If a Taking covers only a part of
          the Premises,  this Sublease shall automatically  terminate as to
          the  portion of the  Premises  so taken as of the  earlier of the
          date of the  vesting  of title or the  date of  dispossession  of
          Tenant as a result of such condemnation or Taking.

                    (c) Substantial  Part of Premises.  If a portion of the
          Premises  is  taken  so  as  to  render  the  remaining   portion
          untenantable  and  unusable  by  Tenant,  this  Sublease  may  be
          terminated by Tenant as of the earlier of the date of the vesting
          of title or the date of  dispossession  of  Tenant as a result of
          such Taking, by written notice to Landlord within sixty (60) days
          following  notice to Tenant of the date on which said  vesting or
          dispossession  will  occur;  and if  Tenant  fails  to give  such
          written notice to Landlord  within said 60-day  period,  Tenant's
          right to so terminate  this Sublease shall be deemed to have been
          waived by Tenant.  Upon  termination,  the Annual Base Rent,  any
          Additional  Rent and all other sums and  charges  required  to be
          paid by the Tenant hereunder shall be apportioned and paid to the
          date of termination.

          14.2 Restoration.  If a Taking occurs and it covers less than the
entire  Premises and less than a  substantial  part of the Premises  (under
which  circumstances  the Tenant would not have a right to  terminate  this
Sublease) then:

                    (a) this  Sublease  shall  continue  in full  force and
          effect;

                    (b) the Tenant shall  promptly  give written  notice to
          Landlord  whether  Tenant elects to complete  Restoration  of the
          Premises in accordance with the terms of this Article 14;

                    (c)  whether  or  not  the  condemnation  proceeds  are
          available or adequate for such  purposes  and  regardless  of the
          cost of  Restoration,  the Tenant may elect,  promptly  after the
          date of Taking,  to  commence  and  complete  Restoration  of the
          Premises with reasonable  diligence at the Tenant's  expense,  as
          nearly  as  possible  to  its  value,   condition  and  character
          immediately  before such Taking, all in accordance with Plans and
          Specifications therefor which shall have been approved in writing
          by the  Landlord  and Ground  Lessor and in  accordance  with the
          requirements set forth in Article 7 of this Sublease; and

                    (d) in the event the  Tenant  elects  to  complete  the
          Restoration, the condemnation proceeds shall be paid to an escrow
          agent mutually  approved by the parties (the  "Depository"),  and
          shall be paid by the Depository in the following order:

                         (i) First,  the  Depository  shall  reimburse  the
          Tenant for the cost of restoring the Premises,  upon the Tenant's
          written  request  accompanied  by  evidence  satisfactory  to the
          Landlord that an amount  equalling  the amount  requested is then
          due and payable or has been paid,  and is properly a part of such
          cost, and that the condemnation proceeds not yet advanced will be
          sufficient to complete such Restoration. Before such construction
          commences and at any time  thereafter  upon notice to it from the
          Landlord or the Ground Lessor,  the Tenant shall deposit with the
          Depository  such sums as are  required (in addition to any amount
          then held by the  Depository  for such  purpose) to complete such
          Restoration; and

                         (ii)  Second,   the   Depository   shall  pay  the
          remaining  condemnation  proceeds, if any, to the Tenant or as it
          may direct.

                    (e)  In  the  event  Tenant   elects  not  to  commence
          Restoration or fails to make such election within sixty (60) days
          of the  Taking,  Landlord  shall be entitled  to  terminate  this
          Sublease  upon thirty (30) days written  notice to Tenant and the
          condemnation proceeds shall be applied as follows:

                         (i) First, to be paid to Tenant for removal of the
          remaining  structure,  including all debris and rubbish, so as to
          restore the Premises to the same condition as of the Commencement
          Date hereof;

                         (ii)  Second,  to be paid to Tenant to satisfy any
          indebtedness  incurred  by Tenant  solely  for the  construction,
          replacement or repair of the Building and other  Improvements  on
          the Premises;

                         (iii)  Third,  to be paid to Tenant for the amount
          expended by Tenant in  connection  with the  construction  of the
          ramp and the hook-up and related costs for  electrical  and water
          utilities on the Premises; and

                         (iv) Fourth, the balance, if any, of such proceeds
          shall be divided  between  Tenant and the Ground Lessor in such a
          way that Ground Lessor  receives the amount equal to such balance
          multiplied  by the ratio of which the  numerator is the number of
          months that Tenant has subleased  the Premises  hereunder and the
          denominator  is 408,  which is the total  number of months of the
          maximum term under this  Sublease,  as  determined  by the sum of
          months in the Initial Term and all five (5) Extensions Terms, and
          the Tenant receives the remainder, if any, of such balance.

          14.3 Application of Proceeds Upon Termination. Anything contained
in the provisions of this Sublease to the contrary notwithstanding,  if the
Tenant elects to commence Restoration under Section 14.2(b),  then upon the
expiration or earlier  termination of this Sublease before such Restoration
is  completed  free and clear of any such  liens,  any of the  condemnation
proceeds not theretofore  applied to the cost of such Restoration  shall be
paid to the Landlord and Landlord  shall utilize such proceeds to complete,
or cause to be  completed,  the  Restoration  to the extent  possible  with
condemnation  proceeds;  provided,  however, that the Landlord shall not be
required to pay for any restoration  work beyond the amount of condemnation
proceeds that is available therefor,  or, if Landlord elects, such proceeds
shall  be  paid  to the  Ground  Lessor  and  the  Landlord  shall  have no
obligation to complete the Restoration.

          14.4 Condemnation  Award. In the event of a Taking,  Landlord and
Tenant  shall each be entitled  to seek  separate  condemnation  awards for
their respective interests hereunder.

          14.5  Rental  Abatement.  In the event of a Taking  that does not
result in a termination  of this Sublease as to the entire  Premises,  then
except as  otherwise  provided  in  Section  14.4 the Rent  shall  abate in
proportion to the portion of the Premises covered by such Taking,  but only
to the extent that such Taking  materially  interferes  with the conduct of
Tenant's business on the remaining portion of the Premises.

          14.6 Temporary  Taking.  Notwithstanding  any other  provision of
this Article 14 and subject to the provisions of Article 27 hereafter, if a
Taking  occurs  with  respect to all or any portion of the  Premises  for a
limited period of time,  but in no event more than thirty (30)  consecutive
days  during  the  Term  of  this  Sublease,  this  Sublease  shall  remain
unaffected  thereby and Tenant shall continue to pay in full all Rent. Rent
shall abate if the temporary  Taking occurs for longer than the thirty (30)
day period. In the event of any such temporary Taking,  Landlord and Tenant
shall be entitled to seek separate  condemnation awards for their interests
in the Premises hereunder.

     15.  Expansion Option.

          15.1  Option.   Tenant  shall  have  the  exclusive  option  (the
"Expansion  Option")  to  sublease  approximately  45,000  square  feet  of
additional  improved apron space,  designated as the "Option Lease Area" on
Exhibit B attached hereto (the "Option  Premises"),  which Expansion Option
shall commence on the  Commencement  Date of this Sublease and shall expire
on the  third  (3rd)  year  anniversary  of the  Commencement  Date of this
Sublease (the "Option Period").

          15.2  Exercise.  Provided  Tenant is not in  default  under  this
Sublease or the Fuel Sales  Agreement,  Tenant may exercise  the  Expansion
Option by giving  notice of such  exercise to Landlord six (6) months prior
to the date Tenant desires to occupy the Option  Premises,  but in no event
later than the date which is six (6) months prior to the  expiration of the
Option Period. If Tenant fails to timely exercise the Expansion Option, the
Expansion Option shall be null and void and of no further force and effect.

          15.3 Covenant to Build  Expansion  Facility.  In the event Tenant
exercises  the  Expansion  Option,  Tenant  shall be  obligated to build an
expansion facility (the "Expansion  Facility") for the purpose set forth in
Section 5.1 of this Sublease. Such Expansion Facility shall be completed in
accordance  with Article 7 of this  Sublease.  In the event Tenant fails to
complete  the  Expansion  Facility  within two (2) years after the date the
Expansion  Option is exercised,  Landlord shall have the right, in addition
to all other rights and remedies,  to terminate  this  Sublease;  provided,
however,  that such two (2) year period may be extended  as  necessary  for
delays due to labor disputes,  Acts of God or the public enemy, casualty or
other  conditions  or causes  beyond  Tenant's  control,  so long as Tenant
notifies  Landlord  of the delay and the reasons for such delay and so long
as Tenant thereafter  recommences  construction as soon as possible. In the
event that the  Landlord  terminates  this  Sublease,  the  Landlord  shall
complete the  Expansion  Facility  only to the extent that the Tenant,  the
Tenant's  lenders,  or the payment bond and the  performance  bond that the
Tenant  has  obtained  supply  funds  for the  payment  thereof;  provided,
however,  that the Landlord shall not be required to pay for any completion
work with its own funds.

          15.4  Rental  and  Terms.  In  the  event  Tenant  exercises  the
Expansion  Option,  the Option  Premises  shall be deemed  included  in the
Premises,  and Tenant will lease the Option  Premises on the same terms and
conditions as this Sublease,  including,  but not limited to the prevailing
Base  Rent (on a  per-square-foot  basis)  then in  effect  at the time the
Expansion Option is exercised. The Base Rent then in effect hereunder shall
thereupon  be  increased  accordingly,  and any future  Rental  Adjustments
relating  to the  Premises  shall  be  based  on the  area of the  Premises
including the Option Premises.

          15.5  "As Is".  In the  event  Tenant  exercises  this  Expansion
Option,  Landlord shall demise the Option Premises to Tenant "as is" in the
same  physical  state and  condition  existing as of the date the Expansion
Option is exercised.

          15.6 Amendment. If Tenant sends to Landlord the Expansion Notice,
then  Landlord  should  prepare an  Amendment  to this  Sublease to reflect
changes  in the  size  of the  Premises,  Annual  Base  rent  and  Tenant's
Percentage  Share,  all of which shall be increased by each rentable square
foot by which the  Premises  are  increased  by the  addition of the Option
Premises,  which  Amendment  shall be subject to the approval of the Ground
Lessor. Tenant shall have twenty (20) days from the date of receipt of such
Amendment to enter into the same.

     16.  Common Areas.

          16.1  Landlord  Common  Area.  Tenant,  its  employees,   agents,
servants, licensees, subtenants,  contractors,  customers or invitees shall
have the right to use the area  designated on Exhibit B attached  hereto as
the  "Landlord  Common  Area" on a  non-exclusive  basis for the purpose of
taxiing planes,  vehicles and other equipment and machinery to and from the
Premises so long as such use does not interfere with  Landlord's use of the
Landlord  Common  Area.  Tenant  shall not be permitted to park any planes,
vehicles and other machinery or equipment on the Landlord Common Area.

          16.2 Tenant Common Area. Tenant, its employees, agents, servants,
licensees,  subtenants,  contractors,  customers or invitees shall have the
right to use the area  designated  on  Exhibit  B  attached  hereto  as the
"Tenant  Common Area" on a  non-exclusive  basis for the purpose of taxiing
planes,  vehicles  and  other  equipment  and  machinery  to and  from  the
Premises,  and the  parking  of planes,  vehicles  and other  machinery  or
equipment;  provided  that Tenant's use of the Tenant Common Area shall not
interfere with the  non-exclusive use of the Tenant Common Area by Landlord
for taxiing planes, vehicles and other machinery.

          16.3 Tenant Option Common Area. In the event Tenant exercises the
Expansion  Option,  Landlord  and  Tenant  agree  that the  portion  of the
Landlord  Common Area  designated on Exhibit B as the "Tenant Option Common
Area" shall  thereafter  be included in the Tenant Common Area and excluded
from the Landlord Common Area, and Tenant, its employees, agents, servants,
licensees,  subtenants,  contractors,  customers or invitees shall have the
right to use the Tenant  Option Common Area on the same basis as the Tenant
Common Area.  (The Landlord  Common Area, the Tenant Common Area and Tenant
Option Common Area are hereinafter  collectively referred to as the "Common
Areas".)

          16.4  Taxiways.  Landlord  and  Tenant  shall  have the  right to
utilize the  taxiways  (the  "Taxiways")  identified  in Exhibit B. Neither
Tenant nor Landlord are permitted to park  vehicles,  planes,  machinery or
other equipment on the Taxiways.

          16.5 Rules and  Regulations.  Landlord may promulgate  reasonable
rules and  regulations  relating to the use of the Common Areas by Landlord
and Tenant.

          16.6  Additional  Common Area Rent.  Landlord  and Tenant  hereby
acknowledge  that the  Common  Areas are  located  on a portion of the Land
designated as improved  apron space by the Ground  Lessor,  and Landlord is
obligated to pay Ground Lessor rental for such improved apron space ("Apron
Space Rental")  commencing  September 1, 1998.  Tenant shall be responsible
for its pro rata share of Apron  Space  Rental as and when such Apron Space
Rental is payable by  Landlord.  Tenant's  share of such Apron Space Rental
shall be Additional Rent  hereunder,  and shall be payable on or before the
date such Apron Space Rental is payable to Ground Lessor by Landlord.

     17.  Default.

          17.1 Events of Default by Tenant.  Any vacation or abandonment of
the Premises for a continuous period in excess of five (5) business days or
any  failure to pay any Rent as and when due,  or any failure to perform or
comply   strictly   with  any   material   covenant  or   condition  of  or
representation made under this Sublease (including any Exhibits hereto), or
any  default  under  the  terms of the Fuel  Sales  Agreement  of even date
hereof,  shall  constitute a default  hereunder  by Tenant,  subject in the
specific  instances set forth below to the  expiration  of the  appropriate
grace period hereinafter  provided.  Tenant shall have a period of five (5)
days from the date of receipt of written notice from Landlord  within which
to cure any default in the payment of Rent.  Tenant  shall have a period of
fifteen (15) days from the date of receipt of written  notice from Landlord
within  which to cure any other  default  under  this  Sublease;  provided,
however,  that with  respect to any default  other than the payment of Rent
that cannot reasonably be cured within fifteen (15) days, the default shall
not be deemed  uncured  if Tenant  commences  to cure such  default  within
fifteen  (15)  days from  Landlord's  notice  and  continues  to  prosecute
diligently the curing thereof to completion within a reasonable time.

          17.2 Rights and Remedies of Landlord.  Upon the  occurrence  of a
default by Tenant which is not cured by Tenant within the applicable  grace
period specified in Section 17.1,  Landlord shall have the following rights
and  remedies  in addition to all other  rights or  remedies  available  to
Landlord at law or in equity:

                    (a) The right to terminate Tenant's right to possession
          of the  Premises and to recover the worth at the time of award of
          the amount by which the unpaid  Rent for the  balance of the Term
          after the time of award  exceeds the fair and  reasonable  rental
          value of the Premises for the same period.  In the computation of
          such  amount  the  difference  between  any  installment  of Rent
          becoming due hereunder and after the date of  termination of this
          Sublease and the reasonable  rental value of the Premises for the
          period for which such installment was payable shall be discounted
          to its  present  value  as of the  date  of  termination  of this
          Sublease at the rate of six percent (6%) per annum.

                    (b) The right to continue  this  Sublease in effect and
          to enforce all of its rights and  remedies  under this  Sublease,
          including  the right to recover  Rent as it becomes  due,  for so
          long as Landlord does not terminate Tenant's right to possession.
          Acts  of  maintenance  or  preservation,  efforts  to  relet  the
          Premises  or  the  appointment  of  a  receiver  upon  Landlord's
          initiative to protect its interest  under this Sublease shall not
          constitute a  termination  of Tenant's  right to  possession.  If
          Landlord   exercises  its  rights  under  this   subsection  (b),
          Landlord,  as attorney-in-fact  for Tenant, may from time to time
          sublet the  Premises  or any part  thereof for such term or terms
          (which may extend beyond the Term) and at such rent and upon such
          other terms as Landlord in its sole and absolute  discretion  may
          deem advisable, with the right to make alterations and repairs to
          the  Premises.  Upon each such  subletting,  (i) Tenant  shall be
          immediately  liable for  payment to  Landlord  of, in addition to
          Rent  due  hereunder,  the  cost  of  such  subletting  and  such
          alterations and repairs  incurred by Landlord and the amount,  if
          any,  by which the Rent  owing  hereunder  for the period of such
          subletting  (to the extent  such period does not exceed the Term)
          exceeds the amount to be paid as Rent for the  Premises  for such
          period  pursuant  to such  subletting,  or (ii) at the  option of
          Landlord,  rents received from such subletting  shall be applied,
          first,  to  payment  of any  indebtedness  other  than  Rent  due
          hereunder from Tenant to Landlord;  second, to the payment of any
          costs of such  subletting  and of such  alterations  and repairs;
          third,  to  payment  of Rent due and  unpaid  hereunder;  and the
          residue, if any, shall be held by Landlord and applied in payment
          of future Rent as the same becomes due  hereunder.  If Tenant has
          been credited  with any rent to be received from such  subletting
          under  clause  (i) and such rent  shall not be  promptly  paid to
          Landlord by the  subtenant(s),  or if such rentals  received from
          such subletting  under clause (ii) during any month are less than
          those required to be paid during that month by Tenant  hereunder,
          Tenant shall pay any such deficiency to Landlord. Such deficiency
          shall  be  calculated  and  paid  monthly  within  five  (5) days
          following  written  notice from  Landlord.  For all  purposes set
          forth in this Section 17.2(b) and in Section 17.2(d), Landlord is
          hereby irrevocably  appointed  attorney-in-fact  for Tenant, with
          power of substitution. No taking of possession of the Premises by
          Landlord,  as attorney-in-fact  for Tenant, shall be construed as
          an election on its part to  terminate  this  Sublease or Tenant's
          right to possession  unless a written notice of such intention is
          given to Tenant.  No action  taken by  Landlord  pursuant to this
          paragraph shall be deemed a waiver of any default by Tenant,  and
          notwithstanding any such subletting without termination, Landlord
          may at any time  thereafter  elect to terminate this Sublease for
          such previous default.  Notwithstanding  the foregoing,  Landlord
          shall use reasonable efforts to mitigate the damages hereunder.

                    (c) The right to terminate this Sublease and dispossess
          Tenant by giving notice to Tenant in accordance  with  applicable
          Texas law.

                    (d)  The  right  and  power,  as  attorney-in-fact  for
          Tenant,  to enter the Premises and remove  therefrom  all persons
          and  property,  to store such  property in a public  warehouse or
          elsewhere  at the cost of and for the  account of Tenant,  and to
          sell such property and apply the proceeds  therefrom  pursuant to
          applicable Texas law.

                    (e) The right to have a receiver  appointed for Tenant,
          upon application by Landlord,  to take possession of the Premises
          and to  apply  any  rental  collected  from the  Premises  and to
          exercise  all other  rights and  remedies  granted to Landlord as
          attorney-in-fact  for  Tenant  pursuant  to Section  17.2(b)  and
          Section 17.2(d).

          17.3 Events of Default by Landlord.  In the event  Landlord fails
to perform any covenant or condition  or breaches any  representation  made
under this Sublease (including any Exhibits thereto), this shall constitute
an event of default by  Landlord.  Landlord  shall have a period of fifteen
(15) days from receipt of written  notice from Tenant  within which to cure
any default under this Sublease;  provided,  however,  that with respect to
any default  which  cannot be cured within  fifteen (15) days,  the default
shall not be deemed to be uncured  so long as  Landlord  commences  to cure
such default within fifteen (15) days from Tenant's notice and continues to
prosecute  diligently the curing thereof to completion  within a reasonable
time.  In the event of a default by  Landlord,  Tenant shall be entitled to
all rights and remedies at equity or at law.

          17.4 Indemnities. Termination of this Sublease under this Article
17 and  exercise of any  remedies of Landlord as provided  herein shall not
affect or terminate  the right of Landlord and Ground Lessor to enforce any
and all  indemnities  given  Landlord or Ground  Lessor by Tenant under the
terms of this Sublease,  which indemnities shall survive any termination of
this Sublease.

     18.  Insolvency or Bankruptcy.

          The  appointment  of a  receiver  to  take  possession  of all or
substantially  all of the assets of Tenant,  or an assignment by Tenant for
the benefit of creditors, or the commencement of a case or proceeding by or
against  Tenant or any other  action  taken or suffered by Tenant under any
insolvency, bankruptcy,  reorganization,  moratorium or other debtor relief
act or statute, whether now existing or hereafter amended or enacted, shall
constitute a breach of this  Sublease by Tenant.  Upon the happening of any
such event,  this Sublease shall  automatically  terminate  without further
notice of termination  from Landlord to Tenant,  provided that Landlord may
enforce any of its remedies  under  Section  17.2,  except  subsection  (b)
thereof, and provided further that neither such termination nor exercise of
remedies shall affect or terminate the right of Landlord to enforce any and
all indemnities  given Landlord by Tenant under the terms of this Sublease.
In no event shall this  Sublease be assigned or  assignable by operation of
law  or by  virtue  of or  in  any  voluntary  or  involuntary  bankruptcy,
reorganization  or insolvency  case or  proceeding or otherwise,  and in no
event shall this Sublease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, reorganization,  insolvency or other debtor
relief proceeding.

     19.  Fees and Expenses; Indemnity; Insurance.

          19.1  Fees  and   Expenses.   If  Tenant  shall  default  in  the
performance of any of its obligations under this Sublease, Landlord, at any
time  thereafter  and  with  reasonable  notice  (unless  in the case of an
emergency),  may remedy such default for  Tenant's  account and at Tenant's
expense,  without thereby waiving such default or any rights or remedies of
Landlord on account of such default. Except as specifically provided to the
contrary in this  Sublease,  Tenant shall pay to Landlord,  within five (5)
days after delivery by Landlord to Tenant of bills or statements  therefor:
(a) sums equal to all expenditures made and monetary  obligations  incurred
by  Landlord   including,   without   limitation,   expenditures  made  and
obligations  incurred for  reasonable  counsel fees and  disbursements,  in
connection with any remedying by Landlord for Tenant's  account pursuant to
the immediately  preceding sentence;  (b) sums equal to all losses,  costs,
liabilities,  damages and expenses  referred to in Section  19.2;  (c) sums
equal  to all  expenditures  made  and  monetary  obligations  incurred  by
Landlord, including, without limitation,  expenditures made and obligations
incurred for reasonable  counsel fees and  disbursements,  in collecting or
attempting to collect any Rent or in enforcing or attempting to enforce any
rights of  Landlord  under  this  Sublease  or  pursuant  to law.  Tenant's
obligations  under this Section 19.1 shall survive the  expiration or other
termination of this Sublease.

          19.2  Indemnification.  Tenant  agrees to indemnify  Landlord and
Ground Lessor against and save Landlord and Ground Lessor harmless from any
and all loss,  cost,  liability,  damage  and  expense  including,  without
limitation,  any reasonable  counsel fees incurred in attempting to collect
any Rent or in enforcing or attempting to enforce any rights of Landlord or
Ground Lessor under this Sublease or pursuant to law. Tenant's  obligations
under this Section 19.2 shall survive the  expiration or other  termination
of this Sublease.

          19.3  Additional  Indemnification.  Tenant  agrees  to  indemnify
Landlord and Ground  Lessor  against and save  Landlord  and Ground  Lessor
harmless  from  any and all  loss,  cost,  liability,  damage  and  expense
including, without limitation, penalties, fines and reasonable counsel fees
and  disbursements,  incurred in connection  with or arising from any cause
whatsoever in, on or about the Premises,  including,  without  limiting the
generality of the foregoing (a) any default by Tenant in the  observance or
performance  of any of the terms,  covenants or conditions of this Sublease
or the Ground Lease on Tenant's  part to be observed or  performed,  or (b)
the use or  occupancy  or manner of use or  occupancy  of the  Premises  by
Tenant or any person or entity claiming through or under Tenant, or (c) the
condition  of the Premises or any  occurrence  or happening on the Premises
from any cause  whatsoever,  or (d) any acts,  omissions or  negligence  of
Tenant or any person or entity claiming through or under Tenant,  or of the
contractors,  agents, servants, employees, customers, visitors or licensees
of Tenant or any such person or entity,  in, on or about the  Premises,  or
all or any part of the Real Property, either prior to, during, or after the
expiration of, the Term including,  without limitation, any acts, omissions
or negligence in the making or  performing  of any Tenant  Changes.  Tenant
further  agrees to indemnify  and save  harmless  Landlord  and  Landlord's
agents,  and the  lessor or lessors  under the  Ground  Lease and under all
other ground or underlying leases, from and against any and all loss, cost,
liability,  damage and expense including,  without  limitation,  reasonable
counsel fees and disbursements, incurred in connection with or arising from
any claims by reason of injury to persons or damage to property  occasioned
by any default,  use, occupancy,  condition,  occurrence,  happening,  act,
omission or negligence referred to in the preceding sentence.  In the event
any action or proceeding is brought  against  Landlord or Ground Lessor for
any claim against which Tenant is obligated to indemnify Landlord or Ground
Lessor hereunder, Tenant upon notice from Landlord shall defend such action
or proceeding  at Tenant's  sole expense by counsel  selected by Tenant and
reasonably  approved by Landlord.  Tenant's  obligations under this Section
19.3 shall survive the expiration or other termination of this Sublease.

          19.4 Insurance.  Tenant shall procure at its cost and expense and
keep  in  effect  during  the  Term  (a)  comprehensive  general  liability
insurance,  including without limitation contractual liability and specific
coverage  of risks  arising  out of any  activities  of Tenant  pursuant to
Article 7, with a minimum  combined  single limit of liability of Three (3)
million  dollars  ($3,000,000.00),  which limit of  liability  Landlord may
increase  from time to time in its  reasonable  discretion  to a level then
generally  maintained  by prudent  Fixed Base  Operations  ("FBOs") for the
coverage of  comparable  risks by giving  written  notice to Tenant of such
adjustment in the required  limit of liability of Tenant's  insurance,  and
which  insurance  shall  specifically  include  all  liability  (subject to
standard policy exclusions)  assumed hereunder by Tenant (provided that the
amount of such  insurance  shall not be construed to limit the liability of
Tenant  hereunder);  (b) insurance  against  damage or destruction by fire,
lightning  and other  risks  from  time to time  included  under  generally
available extended coverage endorsements in an amount adequate to cover the
cost of  replacement  of all  Improvements,  Tenant  Changes  and  Tenant's
Property and within the  Premises;  (c)  workmen's  compensation  insurance
having such limits, and under such terms and conditions, as are required by
applicable  law;  and (d)  Builders  Risk  insurance  during  the period of
construction,  in an  amount  determined  by  Landlord  in  its  reasonable
discretion. To the extent that either of Landlord or Ground Lessor, or both
of them, have an insurable  interest  hereunder,  such insurance shall name
Landlord and Ground Lessor as an additional insured,  shall provide that it
is primary  insurance,  and not excess over or contributory  with any other
valid,  existing  and  applicable  insurance  in force  for or on behalf of
Landlord,  and shall  provide that Landlord and Ground Lessor shall receive
thirty (30) days' written notice from the insurer prior to any cancellation
or change of coverage.  Tenant shall deliver  policies of such insurance or
certificates  thereof  to  Landlord  and  Ground  Lessor on or  before  the
Commencement  Date,  and  thereafter  at least  thirty (30) days before the
expiration dates of expiring policies;  and, in the event Tenant shall fail
to procure such  insurance,  or to deliver such  policies or  certificates,
Landlord may, at its option,  upon three (3) days prior  written  notice to
Tenant,  procure same for the account of Tenant, and the cost thereof shall
be paid to  Landlord  within  five (5) days after  delivery  to Tenant of a
statement therefor. Tenant's compliance with the provisions of this Section
19.4  shall in no way  limit  Tenant's  liability  under  any of the  other
provisions of this Article 19.

          19.5 Landlord Not Responsible.  Landlord shall not be responsible
for or liable to Tenant for any loss or damage that may be occasioned by or
through the acts or omissions of persons occupying or using any part of the
Real  Property,  or for any  loss or  damage  resulting  to  Tenant  or its
property from burst, damaged,  stopped or leaking water, gas, sewer, steam,
air or heat pipes or ducts or from any  electrical  equipment  accidents or
malfunctions,  or for any damage or loss of  property  within the  Premises
from any causes whatsoever, including theft.

     20.  Access to Premises; Security.

          20.1  Access  to  Premises.  Landlord  reserves  and at all times
during  the  Term  shall  have  the  right to  enter  the  Premises  at all
reasonable  times  upon  prior  notice  to  Tenant  (except  in the case of
emergencies)   to  inspect  same,  to  show  the  Premises  to  prospective
purchasers,  mortgagees and tenants, to post notices of non-responsibility,
and to alter,  improve  or  repair  the  Premises  and any  portion  of the
Building.  Landlord  may  for  any of the  above  purposes  erect,  use and
maintain scaffolding, pipes, conduits and other necessary structures in and
through the Premises where reasonably required by the character of the work
to be  performed,  the  business  of Tenant  shall not be  interfered  with
unreasonably.  For each of the aforesaid  purposes,  Landlord  shall at all
times have and retain a key with which to unlock all of the doors in,  upon
and about the Premises,  excluding  Tenant's  vaults and safes,  or special
security areas  (designated in advance in writing by Tenant),  and Landlord
shall  have  the  right to use any and all  means  that  Landlord  may deem
necessary  or proper to open said doors in an  emergency in order to obtain
entry to any  portion of the  Premises,  and any entry to the  Premises  or
portions  thereof  obtained by Landlord by any of said means, or otherwise,
shall not under any  circumstances  be construed or deemed to be a forcible
or unlawful  entry into,  or a detainer of, the  Premises,  or an eviction,
actual or constructive, of Tenant from the Premises or any portion thereof.
Landlord  shall have the right to enter and inspect  any  special  security
areas  referred to in the  immediately  preceding  sentence  upon notice to
Tenant,  provided that Tenant may require  Landlord to be  accompanied by a
representative of Tenant during such inspection.  Tenant shall be liable to
Landlord for all of Landlord's damages, including consequential damages, to
the  extent  Landlord  is  unable  to  protect  all or any part of the Real
Property  during an  emergency  because of  Landlord's  lack of access to a
special security area. Landlord  acknowledges that in gaining access to the
Premises it may be exposed to certain  confidential  information.  Landlord
and its agents and employees shall use reasonable  measures not to disclose
such confidences to third parties.

          20.2  Security.  Landlord  shall  have no  obligation  to furnish
guards,  watchmen,  patrols or similar security  personnel for the Building
and the Premises at any time during the Term,  and Tenant hereby  expressly
assumes (i) the  obligation  to furnish such  security  personnel,  at such
hours and at such stations,  as Tenant deems necessary or desirable for the
safety of Tenant's  employees  and  invitees,  and (ii) any and all risk of
injury,  damage or loss sustained to or by persons or property  arising out
of the absence of security  personnel  at the Building and the Premises and
abrogation  of any  responsibility  on the  part  of  Landlord  to  furnish
security  personnel  for the  Building  or the  Premises  pursuant  to this
Sublease.

     21.  Notices.

          Except as  otherwise  expressly  provided in this  Sublease,  any
bills, statements, notices, demands, requests or other communications given
or required  to be given under this  Sublease  shall be  effective  only if
rendered  or  given  in  writing,  sent  by  certified  mail  or  delivered
personally, as follows:

            If to Tenant:

                  K-C Aviation Inc.
                  7350 Cedar Springs
                  Dallas, Texas 75234-0145
                  Attention:  Richard Emery

            With a copy to:

                  Bradford Bates
                  K-C Aviation Inc.
                  1201 Pennsylvania Avenue, N.W.
                  Suite 730
                  Washington, D.C. 20004


<PAGE>


            If to Landlord:

                  Dalfort Aviation
                  7701 Lemmon Avenue
                  Dallas, Texas 75209
                  Attention: Vice President/Controller

            With a copy to:

                  Cyril David Kasmir
                  Kasmir & Krage
                  2001 Bryan Tower
                  Suite 2700
                  Dallas, Texas 75201-3059

or to such other address as either  Landlord or Tenant may designate as its
new address  for such  purpose by notice  given to the other in  accordance
with the provisions of this Section 21. Any such bill,  statement,  notice,
demand,  request  or other  communication  shall  be  deemed  to have  been
rendered  or given  upon the  earlier of receipt or five (5) days after the
date when it shall have been mailed as provided in this Section 21. If sent
by certified  mail, or upon the date personal  delivery is made,  provided,
however,  that any refusal to accept personal  delivery or delivery by mail
shall be deemed to constitute receipt thereof. If Tenant is notified of the
identity and address of any ground or underlying lessors of the Land or any
part thereof, or any mortgagees or deed of trust beneficiaries of Landlord,
at  Landlord's  request  Tenant  shall  give to such  ground or  underlying
lessors, or such mortgagees or beneficiaries,  as applicable, notice of any
default by Landlord under the terms of this Sublease, which notice shall be
in writing sent by certified  mail, and such ground or underlying  lessors,
or such  mortgagees  or  beneficiaries,  as  applicable,  shall  be given a
reasonable opportunity,  but shall have no obligation, to cure such default
prior to Tenant exercising any remedy available to it.

     22.  Mutual Waivers.

          22.1 No Waiver.  No failure  by either  party to insist  upon the
strict performance of any obligation of the other party under this Sublease
or to exercise any right,  power or remedy consequent upon a breach thereof
shall  constitute a waiver of any such breach or of such term,  covenant or
condition.  No acceptance of full or partial Rent during the continuance of
any such breach,  and no  acceptance  of the keys to or  possession  of the
Premises by any employee of Landlord prior to the  termination of the Term,
shall  constitute a waiver of any such breach or of such term,  covenant or
condition or operate as a surrender of this Sublease.  No payment by Tenant
or receipt by Landlord of a lesser  amount than the  aggregate  of all Rent
then due under this Sublease shall be deemed to be other than on account of
the first items of such Rent then accruing or becoming due, unless Landlord
elects  otherwise;  and no  endorsement  or  statement  on any check and no
letter or other writing  accompanying any check or other payment of Rent in
any such lesser  amount and no  acceptance  of any such check or other such
payment  by  Landlord  shall  constitute  an accord and  satisfaction,  and
Landlord may accept such check or payment  without  prejudice to Landlord's
right to recover  the  balance  of such Rent or to pursue  any other  legal
remedy.

          22.2 Written  Instrument.  Neither this  Sublease nor any term or
provision hereof may be changed,  waived,  discharged or terminated orally,
and no breach  thereof  shall be waived,  altered or modified,  except by a
written instrument signed by the party against which the enforcement of the
change,  waiver,  discharge or  termination  is sought,  and subject in any
event to the  provisions  of Section  11.1.  No waiver of any breach  shall
affect or alter  this  Sublease,  but each and  every  term,  covenant  and
condition  of this  Sublease  shall  continue in full force and effect with
respect  to any other then  existing  or  subsequent  breach  thereof.  The
consent of Landlord  given in any instance under the terms of this Sublease
shall  not  relieve  Tenant of any  obligation  to secure  the  consent  of
Landlord in any other or future instance under the terms of this Sublease.

     23.  Tenant's Certificates.

          Tenant  at any time and from  time to time upon not less than ten
(10) days'  prior  written  notice  from  Landlord  or Ground  Lessor  will
execute, acknowledge and deliver to Landlord and, at Landlord's request, to
any  prospective  purchaser  or any then current or  prospective  ground or
underlying  lessor  or  mortgagee  of any  part  of the  Real  Property,  a
certificate  of Tenant  stating:  (a) that Tenant has accepted the Premises
(or, if Tenant has not done so, that Tenant has not  accepted  the Premises
and specifying the reasons  therefor),  (b) the Commencement and Expiration
Dates of this  Sublease,  (c) that this Sublease is unmodified  and in full
force and effect  (or,  if there have been  modifications,  that same is in
full force and effect as  modified  and  stating  the  modifications),  (d)
whether or not there are then existing any defenses against the enforcement
of any of the  obligations  of Tenant  under  this  Sublease  (and,  if so,
specifying  same),  (e) whether or not there are then existing any defaults
by Landlord in the performance of its obligations under this Sublease (and,
if so,  specifying same), (f) the dates, if any, to which the Rent has been
paid, and (g) any other information,  including,  without  limitation,  any
public  financial   information  of  Tenant  or  its  parent  or  affiliate
corporations, that may reasonably be required by any of such persons. It is
intended that any such  certificate  of Tenant  delivered  pursuant to this
Section 23 may be relied upon by Landlord and any prospective  purchaser or
any then current or prospective ground or underlying lessor or mortgagee of
all or any part of the Real Property.

     24.  Guaranty.

          [INTENTIONALLY DELETED]

     25.  Authority.

          25.1  Authority  of Tenant.  Each of the persons  executing  this
Sublease on behalf of Tenant does hereby  covenant  and warrant that Tenant
is a duly  authorized and existing  Delaware  corporation,  Tenant has full
right and authority to enter into and perform this Sublease,  and that each
and all of the persons signing on behalf of Tenant are authorized to do so.
Upon  Landlord's  request,  Tenant shall  provide  Landlord  with  evidence
reasonably  satisfactory to Landlord confirming the foregoing covenants and
warranties.

          25.2  Authority of Landlord.  Each of the persons  executing this
Sublease on the part of  Landlord  does hereby  covenant  and warrant  that
Landlord is a duly authorized and existing Nevada corporation, Landlord has
full right and authority to enter into and perform this Sublease,  and that
each and all of the persons  behalf of Landlord  are  authorized  to do so.
Upon  Tenant's  request,   Landlord  shall  provide  Tenant  with  evidence
reasonably  satisfactory to Tenant  confirming the foregoing  covenants and
warranties.

     26.  Arbitration.

          Any dispute,  controversy or claim which this Sublease  expressly
requires or permits to be submitted to arbitration, or the determination of
the amount of any abatement of Rent provided for in this Sublease  which is
not agreed to by the parties  within a reasonable  time following the event
or condition giving rise to such abatement, shall be settled by arbitration
in the City of Dallas by three  arbitrators,  one of whom shall be selected
by Landlord,  one of whom shall be selected by Tenant and the other of whom
shall be selected by the mutual agreement of the arbitrators so selected by
Landlord and Tenant. Such arbitration shall be conducted in accordance with
the  Rules  of   Commercial   Arbitration   of  the  American   Arbitration
Association,  or its  successor.  The  arbitrators  shall  have no power to
modify any of the  provisions  of this Sublease and their  jurisdiction  is
limited accordingly.  The expenses of arbitration shall be borne equally by
the parties, provided that each party shall be responsible for the fees and
expenses of its own experts,  evidence and attorneys, and of the arbitrator
appointed  by  such  party.  The  decision  of  the  arbitrators  shall  be
conclusive, nonappealable and binding upon the parties hereto, and judgment
upon the award  rendered  by the  arbitrators  may be  entered in any court
having  jurisdiction  thereof.  It is understood and agreed by the Landlord
and  Tenant  that the  Ground  Lessor  shall not be  subject to or bound by
arbitration.

     27.  Termination of Sublease by Tenant.

          Tenant may terminate this Sublease and its obligations  hereunder
so long as Tenant is not in  default  in the  payment of any amount due the
Landlord,  by giving Landlord thirty (30) 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 injunction preventing or restraining the use of Love Field
          Airport for the purposes  described herein, the same to remain in
          force and effect for a period of ninety (90)  consecutive days or
          more.  Landlord shall not be liable to Tenant if the latter is so
          dispossessed;  but any time that such  takes  place,  the  rental
          required of Tenant  shall be abated and that period of time shall
          be added as an extension to the term of the  Sublease;  provided,
          however,  that in no event  shall  the term of this  Sublease  be
          extended beyond the term of the Ground Lease; and

                    (b) The  assumption by the United States  Government or
          any agency or instrumentality  thereof of the operation,  control
          or use of Love  Field  Airport  for  national  defense  in such a
          manner  as to  preclude  Tenant,  for a  period  of  ninety  (90)
          consecutive  days or more, from using the Premises in the conduct
          of its  business.  Landlord  shall not be liable to Tenant if the
          latter is so dispossessed;  however, for any time that such takes
          place,  the rental  required of Tenant shall be abated,  and that
          period of time shall be added as an  extension of the Term of the
          Sublease.

     28.  Affirmative Covenants.

          28.1 Affirmative Covenants. In consideration for the improvements
to the Love Field Airport to be undertaken by the City with the  assistance
of Federal  funds to be provided to the City subject to certain  assurances
being made by tenants and subtenants doing business at the Airport,  Tenant
assures that it will undertake an affirmative action program as required by
14 CFR Part 152,  Subpart E, to ensure 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. Tenant 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.  Tenant  assures that it will require
that its covered suborganizations provide assurances to Landlord and Ground
Lessor that such  suborganizations  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.

          28.2 No  Exclusion.  Tenant  assures  that  no  person  shall  be
excluded  from  participation  in,  denied the  benefits  of, or  otherwise
discriminated against in connection with the performance of the Sublease on
the grounds of race, color, national origin or sex.

          28.3 Review of Federal  Regulations.  Tenant acknowledges that it
has read the applicable  Federal  Regulations,  14 CFR Part 152, Subpart E,
and 49 CFR Part 23.

     30.  Landlord's Increased Leasehold Area.

          30.1  The  parties  hereby  acknowledge  that  a  portion  of the
Building and Improvements  which Tenant proposes to construct in accordance
with the Plans and  Specifications  will be situated  on property  which is
currently  being  leased to Tenant by the Ground  Lessor  pursuant  to that
certain Lease dated January 25, 1978, by and between Tenant, as tenant, and
the Ground  Lessor,  as landlord (the "K-C Lease").  Concurrently  with the
execution of this Sublease and effective as of the date hereof,  the Ground
Lessor will enter into a Second  Amendment  to Lease (the "K-C  Amendment")
with respect to the K-C Lease to delete the property  that is designated as
"Parcel E" on Exhibit B attached hereto (the "K-C Land"). The Ground Lessor
will further  amend the Ground Lease by entering  into a 1989  Amendment to
Love Field  Terminal and Air Cargo  Facility Lease and Agreement (the "1989
Amendment") with Landlord to provide that the Ground Lease will include the
K-C Land.

          30.2  The 1989  Amendment  will  provide  that  Landlord  will be
obligated  to pay the same  rental  rate for the K-C Land that  Tenant  was
required  to pay  under  the K-C  Lease at the  time of the K-C  Amendment.
Landlord and Tenant  hereby agree that the rent payable by Landlord for the
K-C Land pursuant to the 1989 Amendment, as well as any additional payments
or adjustments  relating to the K-C Land which are due and owing during the
Term  of  this  Sublease,  shall  be  paid by  Tenant  as  Additional  Rent
hereunder.  Tenant shall make such payments to Landlord  concurrently  with
the  payment by Tenant of the  monthly  installments  of Base Rent  payable
hereunder.

     31.  Miscellaneous.

          31.1 Landlord and Tenant.  The words  "Landlord"  and "Tenant" as
used herein shall include the permitted successors and assigns of each. The
plural number shall include the singular, and vice-versa. Words used in the
neuter gender include the masculine and feminine. If there is more than one
Tenant,  the  obligations  under this  Sublease  imposed on Tenant shall be
joint and several.  The captions  preceding  the articles of this  Sublease
have been inserted  solely as a matter of convenience  and such captions in
no way  define  or limit  the  scope or  intent  of any  provision  of this
Sublease.  As used herein, the term "including," when following any general
statement,  term or matter, shall not be construed to limit such statement,
term or matter  to the  specific  items or  matters  set forth  immediately
following  such  word  or to  similar  items  or  matters,  whether  or not
non-limiting  language (such as "without  limitation,"  or "but not limited
to," or words of similar import) is used with reference thereto, but rather
shall  be  deemed  to refer  to all  other  items  or  matters  that  could
reasonably  fall  within  the  broadest  possible  scope  of  such  general
statement, term or matter.

          31.2 Successors and Assigns. The terms,  covenants and conditions
contained in this Sublease  shall bind and inure to the benefit of Landlord
and Tenant and,  except as  otherwise  provided  herein,  their  respective
personal  representatives  and successors and assigns;  provided,  however,
upon the sale,  assignment or transfer by the Landlord  named herein (or by
any  subsequent  landlord) of its interest in the Real Property as owner or
ground lessee, including any transfer by operation of law, the Landlord (or
subsequent  landlord) shall be relieved from all subsequent  obligations or
liabilities  under this Sublease,  and all  obligations  subsequent to such
sale,  assignment or transfer (but not any obligations or liabilities  that
have accrued prior to the date of such sale,  assignment or transfer) shall
be binding upon the grantee, assignee or other transferee of such interest,
and any such grantee,  assignee or transferee,  by accepting such interest,
shall  be  deemed  to  have  assumed  such   subsequent   obligations   and
liabilities,  and Landlord shall also be relieved of all  responsibility or
liability  for any  security  deposit of Tenant held by  Landlord  upon the
transfer thereof to any grantee,  assignee or transferee in connection with
such sale assignment or transfer.

          31.3 Validity of Provisions. If any provision of this Sublease or
the application thereof to any person or circumstance shall, to any extent,
be  invalid  or  unenforceable,  the  remainder  of this  Sublease,  or the
application of such provision to persons or circumstances  other than those
as to which it is invalid or unenforceable,  shall not be affected thereby,
and each  provision of this Sublease  shall be valid and be enforced to the
full extent permitted by law.

          31.4  Applicable  Laws.  This  Sublease  shall be  construed  and
enforced in accordance with the laws of the State of Texas.

          31.5  Execution and Delivery.  Submission of this  instrument for
examination  or signature by Tenant does not constitute a reservation of or
an option for lease,  and it is not effective as a lease or otherwise until
execution  and delivery by both  Landlord and Tenant and approval by Ground
Lessor.  Tenant  shall not be  authorized  to record  this  Sublease or any
memorandum thereof without Landlord's prior written consent.

          31.6 No Representations or Warranties. This instrument, including
the  Exhibits  hereto,  which  are  hereby  made a part of  this  Sublease,
contains   the  entire   agreement   between  the  parties  and  all  prior
negotiations  and  agreements  are  merged  herein.  Neither  Landlord  nor
Landlord's agents have made any  representations or warranties with respect
to the Premises, the Building, the Real Property or this Sublease except as
may be expressly set forth herein, and no rights, easements or licenses are
or shall be acquired by Tenant by implication or otherwise unless expressly
set forth herein.

          31.7 Review of  Documents.  The review,  approval,  inspection or
examination by Landlord or Ground Lessor,  of any plans,  specifications or
any other item to be reviewed,  approved, inspected or examined by Landlord
or Ground  Lessor under the terms of this  Sublease  (including  any of the
Exhibits  attached  hereto)  shall not  constitute  the  assumption  of any
responsibility for or any representation by Landlord or Ground Lessor as to
the accuracy or sufficiency of such plans, specifications or other item, or
the quality or suitability of such plans,  specifications or other item for
its or  their  intended  use.  Any such  review,  approval,  inspection  or
examination  by  Landlord  or  Ground  Lessor  is for the sole  purpose  of
protecting  Landlord's and Ground  Lessor's  interests under this Sublease,
and  neither  Tenant  nor any  person or entity  claiming  through or under
Tenant nor any third party, including, without limitation, the contractors,
agents,  servants,  employees,  visitors or licensees of Tenant or any such
person or entity shall. have any rights hereunder or claim against Landlord
or Ground  Lessor on account of any such review,  approval,  inspection  or
examination by Landlord.

          31.8 Legal Expenses.  In the event that either Landlord or Tenant
fails to perform any of its obligations under this Sublease or in the event
a dispute arises  concerning the meaning or interpretation of any provision
of this Sublease,  the defaulting party or the party not prevailing in such
dispute,  as the case may be,  shall  pay any and all  costs  and  expenses
incurred  by the  other  party in  enforcing  or  establishing  its  rights
hereunder,  including,  without  limitation,  court  costs  and  reasonable
counsel fees.

          31.9  Surrender  of  Premises.  Upon  the  expiration  or  sooner
termination of the Term,  Tenant will quietly and  peacefully  surrender to
Landlord the Premises in the condition which existed upon final  completion
and  acceptance  of the  Building or other  Improvements  on the  Premises,
ordinary wear and tear and the provisions of Article 13 excepted.

          31.10 Quiet Enjoyment. Upon Tenant paying the Rent and performing
all of Tenant's obligations under this Sublease,  Tenant may peacefully and
quietly  enjoy the  Premises  during  the Term as  against  all  persons or
entities lawfully claiming by or through Landlord; subject, however, to the
provisions of this Sublease and to any mortgages and deeds of trust and the
Ground Lease referred to in Article 11.

          31.11 Holding Over.  Any holding over after the expiration of the
Term with the express  written consent of Landlord shall be construed to be
a tenancy  from  month to month at double  the Base Rent  herein  specified
(prorated  on a monthly  basis),  and shall  otherwise  be on the terms and
conditions herein specified so far as applicable.  Any holding over without
Landlord's express written consent shall constitute a continuing default by
Tenant and  entitle  Landlord  to  exercise  any or all of its  remedies as
provided in Article 17,  notwithstanding  that Landlord may elect to accept
one or more  payments  of Rent  from  Tenant.  At the  option  of  Landlord
exercised by written notice to Tenant, and not otherwise, such holding over
shall constitute a renewal of this Sublease for a period of one (1) year at
the Basic Rent specified in this Section 31.11.  Any holding over after the
expiration  or  termination  of the  Ground  Lease  shall be subject to the
approval of the Ground Lessor.

          31.12 Brokers.  Each party hereto represents to the other that it
has dealt with no broker in  connection  with the execution and delivery of
this  Sublease.  Each party agrees to indemnify  and defend the other party
against and hold the other party  harmless from any and all losses,  costs,
damages, liabilities and expenses (including without limitation court costs
and reasonable  counsel fees)  resulting from a breach by the  indemnifying
party of the foregoing representation.

          31.13 Cumulative  Remedies;  Survival of Indemnities.  All rights
and remedies of either party set forth herein shall be  cumulative,  unless
specifically  provided  to the  contrary  herein.  All  provisions  of this
Sublease  requiring  one party to  indemnify  the other with respect to any
matter, occurrence,  condition, event, claim or liability shall survive the
expiration or other termination of this Sublease.

          31.14 Time is of Essence.  Time is of the essence with respect to
the  performance  of the  obligations of the parties hereto as set forth in
this Sublease and all Exhibits hereto.

          31.15 Approval of Ground Lessor.  Notwithstanding anything to the
contrary  contained herein,  this Sublease shall not become effective,  and
the  parties  shall not have any  obligations  or  liabilities  under or in
connection  with this  Sublease,  unless and until this Sublease shall have
received the written  approval of the Ground  Lessor and all  mortgagees or
trust deed beneficiaries presently holding any lien on or security interest
in all or any  part of the  Real  Property.  Landlord  shall  use its  best
efforts to secure such approval, provided that Landlord shall not be deemed
to have  agreed  to pay any  consideration  for such  approval  to any such
mortgagee or beneficiary.  Upon receipt of such written approval,  Landlord
shall  promptly send Tenant  written  notice  thereof.  If this Sublease is
disapproved by the Ground Lessor or any such mortgagee or  beneficiary,  or
if written  notice of  approval  is not  received  from such  mortgagee  or
beneficiary  within  sixty  (60)  days from the date of  execution  of this
Sublease,  this Sublease shall be deemed  cancelled and of no further force
or effect,  and neither party shall have any further liability to the other
hereunder.

          31.16 Third Party Beneficiary. The parties hereto intend that the
City of Dallas be a third party  beneficiary  with respect to this Sublease
and the provisions, covenants and indemnities set forth herein.

          31.17  Headings.  The  titles  and  headings  contained  in  this
Sublease  are used for  convenience  of  reference  only and  shall  not be
construed as part of this Sublease.


<PAGE>


          IN WITNESS  WHEREOF,  Landlord  and  Tenant  have  executed  this
Sublease the day and year first above written.

LANDLORD:                           DALFORT AVIATION SERVICES, a
                                    Division of Dalfort Corporation


                                    By: /s/ Ronald G. Kiripolsky
                                       ------------------------------
                                       RONALD G. KIRIPOLSKY
                                       PRESIDENT AND CHIEF
                                       EXECUTIVE OFFICER


TENANT:                             K-C AVIATION INC., a Delaware
                                    corporation


                                    By: /s/    [Illegible]
                                       ------------------------------
                                       Name:[Illegible]
                                       Title:  President


CONSENT:  CITY OF DALLAS
RICHARD KNIGHT, JR., City Manager

By: /s/ Richard Knight, Jr.
   --------------------------
   Assistant City Manager


Date:  June 1, 1989
<PAGE>
                         FIRST ADDITIONAL AGREEMENT


          In connection with that certain Sublease that was entered into
effective as of January 17, 1989 (the "Sublease"), by and between Dalfort
Aviation Services (the "Landlord") and K-C Aviation Inc. (the "Tenant"),
for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Landlord and the Tenant hereby additionally
agree as follows:

          (1)  As used in this First Additional Agreement, each term having
its initial letter capitalized shall have the same meaning that was given
to such term in the Sublease unless it is otherwise defined herein.

          (2)  In the event that the Tenant exercises the Expansion Option
that is set forth in Article 15 of the Sublease, the Landlord agrees that
it will provide, without additional charge and to the extent then available
at no cost or expense to the Landlord, a reasonable number of parking
spaces on the southwesterly side of the Option Premises in the area that is
designated as "Tenant Option Common Area" on Exhibit B for use by the
Tenant during the term of the Sublease.

          (3)  Except as amended hereby, the Sublease shall remain in full
force and effect. In the event of any conflict between the Sublease and
this First Additional Agreement, the provisions of this First Additional
Agreement shall control.

          IN WITNESS WHEREOF, Dalfort Aviation Services, the Landlord, and
K-C Aviation Inc., the Tenant, have executed this First Additional
Agreement effective as of the 17th day of January, 1989.


                                   Dalfort Aviation Services
                                   Landlord

                                   By:   /s/ Ronald G. Kiripolsky
                                        ----------------------------
                                        Ronald G. Kiripolsky
                                        President and Chief
                                        Executive Officer


                                   K-C Aviation Inc.
                                   Tenant


                                   By:    /s/ R.W. Emery
                                        ----------------------------
                                        Name:  /s/ R.W. Emery
                                             -----------------------
                                       Title:  /s/ President
                                             -----------------------