AIRCRAFT PURCHASE AGREEMENT


         THIS AIRCRAFT PURCHASE  AGREEMENT (the  "Agreement"),  made and entered
into as of the  15th  day of  April  1996  between  and  among  Aircraft  Income
Partners, L.P. , a Delaware limited partnership ("Beneficiary"),  First Security
Bank of Utah, National Association, not in its individual capacity but solely as
trustee (the  "Trustee")  under a trust agreement dated as of December 20, 1987,
as amended,  for the sole benefit of Beneficiary,  and Southwest Airlines Co., a
Texas corporation ("Purchaser"),

                              W I T N E S S E T H:

         WHEREAS,  the Trustee is the registered  owner,  and Beneficiary is the
beneficial owner, of all right,  title and interest in and to one Boeing 737-2T4
aircraft,  manufacturer's  serial number 22054, U.S.  Registration Number N702ML
(the  "Airframe"),  and  two (2)  Pratt  &  Whitney  JT8D-15  aircraft  engines,
manufacturer's  serial numbers  P702813B and P702859B  (each,  an "Engine"),  as
described on Exhibit A hereto, together with all appliances, parts, instruments,
appurtenances, accessories, furnishings or other equipment or property installed
on or attached to the aircraft and any documentation in Beneficiary's possession
or control relating thereto (the Airframe, the Engines, and all of the foregoing
being hereinafter referred to collectively as the "Aircraft"); and

         WHEREAS,  the  Aircraft  is  currently  subject to that  certain  Lease
Agreement dated as of May 1, 1991, as amended (the "Lease"), between the Trustee
as lessor and Purchaser as lessee; and

         WHEREAS,  the  Trustee  and  Beneficiary  desire to sell and  Purchaser
desires to purchase  the Aircraft  upon the terms and subject to the  conditions
hereinafter set forth; and

         WHEREAS,  the Trustee and Beneficiary desire to assign to Purchaser and
Purchaser   desires  to  receive  from  the  Trustee  and   Beneficiary  all  of
Beneficiary's  right,  title  and  interest  in and to any  and  all  assignable
warranties; and

         WHEREAS,  simultaneously  with the  purchase  and sale of the  Aircraft
between Purchaser and the Trustee, the Lease will terminate.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, and for other valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree hereby as follows:
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1.       PURCHASE PRICE: PAYMENT OF PURCHASE PRICE:  LEASE TERMINATION.

         (a) Agreement;  Purchase Price.  The Trustee and  Beneficiary  agree to
sell to  Purchaser,  and  Purchaser  agrees to  purchase  from the  Trustee  and
Beneficiary,  the  Aircraft,  on the  terms  and  conditions  set  forth in this
Agreement.  The total  purchase  price (the  "Purchase  Price")  payable for the
Aircraft  purchased  hereunder  shall be Five Million Seven Hundred  Seventy One
Thousand Four Hundred and no/100 U.S. Dollars ($5,771,400.00).

         (b) Payment of Purchase  Price;  Delivery  Date.  On or about April 15,
1996 (the  "Delivery  Date"),  upon  tender of the  Aircraft  by the Trustee and
Beneficiary to Purchaser for acceptance,  Purchaser shall pay the Purchase Price
in full by wire transfer of immediately available funds to Beneficiary's account
as follows:

               To:                   Chemical Bank
                                     380 Madison Avenue, 14th floor, East Region
                                     New York, New York
               ABA #:                021-000128
               Account #:            323-210430
               Acct. Title:          Aircraft Income Partners, L.P.

         (c) Taxes,  Duties and Fees.  The  Purchase  Price does not include any
tax,  assessment,  duty or similar governmental charge or fee on the sale of the
Aircraft ("Taxes"). Except for Taxes based on the net income, capital gains, net
worth,  franchise  or gross  receipts of the Trustee or  Beneficiary,  Purchaser
agrees to assume and pay all Taxes of any nature,  including fines, penalties or
interest  thereon,  incurred in any  jurisdiction in connection with the sale of
the Aircraft to Purchaser and the use thereof from and after the Delivery  Date.
If Purchaser asserts that this transaction is exempt from Taxes, Purchaser shall
deliver  to the  Trustee  and  Beneficiary,  prior to the  Delivery  Date,  such
evidence of  exemption as may be  requested  by the Trustee and  Beneficiary  or
required  pursuant  to  state  law  for  Aircraft  sold  and  delivered  in such
jurisdiction.  Each of the  parties  will  cooperate  fully with one  another to
minimize the tax effect of the transaction contemplated hereunder.

         (d)  Maintenance  Reserve.  Pursuant  to  Section  3.6  of  the  Lease,
Purchaser  as lesssee is required to pay to the Trustee as lessor a  maintenance
reserve  payment as computed in  accordance  with such Section 3.6. The Trustee,
Beneficiary  and Purchaser agree that the aggregate  amount of such  maintenance
reserve payment, as adjusted for certain deductions to which Purchaser as lessee
is  entitled  in  accordance  with  such  Section  3.6,  is  $1,100,000.00  (the
"Maintenance   Reserve").   Purchaser  shall  pay  the  Maintenance  Reserve  to
Beneficiary's account as shown above  contemporaneously  with the payment of the
Purchase Price.

         (e) Lease  Termination.  Lessee has  requested  that the Delivery  Date
occur no later than April 15, 1996.  To  facilitate  the sale of the Aircraft to
Purchaser  prior to the  scheduled  termination  of the Base Lease Term,  and in
consideration of the payment by Purchaser to Beneficiary on the Delivery Date of
the amount of all  remaining  basic  rents due as of the  Delivery  Date for the
balance  of the  Base  Lease  Term,  amounting  to  $110,000  (the  "Termination
Payment"),  the Trustee and Beneficiary have agreed to the early  termination of
the  Lease.  The  Trustee  and  Purchaser  shall  execute  and  deliver  a lease
termination  document (the "Lease  Termination") in a form acceptable for filing
with the Federal Aviation  Administration ("FAA") to evidence the termination of
the Lease and the release of the Aircraft from the terms and conditions thereof.
<PAGE>
Upon Beneficiary's  receipt of the Maintenance  Reserve, the Termination Payment
and the Purchase Price, the filing of the Lease  Termination,  the Aircraft Bill
of Sale (FAA Form 8050-2) and the passing of title to Purchaser, all obligations
of the Trustee and Purchaser under the Lease (except those  obligations which by
their  terms  survive  such  termination)  shall be deemed  to have  been  fully
satisfied.

         (f) Adjustment to Purchase  Price.  In the event that the Delivery Date
occurs on any date after April 15, 1996,  the Purchase  Price shall be increased
by Nine Hundred Fifty-Four and no/100 U.S.
Dollars ($954.00) for each day subsequent to April 15, 1996.

2.       DOCUMENT DELIVERIES: CLOSING: CONDITIONS.

         (a) Document Deliveries.  On or prior to the Delivery Date, the parties
shall have executed and delivered in escrow the following documents (in addition
to the Lease Termination  referred to above) to the law firm of Daugherty Fowler
& Peregrin  ("DF&P"),  204 North  Robinson,  900 City Place,  Oklahoma  City, OK
73102, Attn: Susan H. Utecht, Esq.:

                  (i) Purchaser  Documents.  Purchaser shall execute and deliver
(x)  three  original  counterparts  of  this  Agreement  and  (y)  one  original
Application for Aircraft Registration (FAA Form 8050-1).

                  (ii) Trustee Documents.  The Trustee shall execute and deliver
(x) three original counterparts of this Agreement,  (y) one original counterpart
of the  Warranty  Bill of  Sale in the  form of  Exhibit  B  hereto  and (z) one
original Aircraft Bill of Sale (FAA Form 8050-2).

                  (iii)  Beneficiary  Documents.  Beneficiary  shall execute and
deliver (x) three original  counterparts  of this Agreement and (y) one original
counterpart of the Warranty Bill of Sale in the form of Exhibit B hereto.

         (b) Closing Procedures;  Registration.  On the Delivery Date, following
Beneficiary's  receipt of the Purchase Price,  the  Termination  Payment and the
Maintenance  Reserve and Purchaser's  acceptance of the Aircraft as evidenced by
its delivery to the Trustee of the executed Acceptance Certificate (as described
below),  then upon  telephonic  instructions  from the Trustee,  Beneficiary and
Purchaser,  DF&P (i) shall file for recordation  with the FAA: (x) any documents
(including  the Lease  Termination)  required  to release  any liens,  claims or
encumbrances  pertaining to the Aircraft,  including the Lease, (y) the Aircraft
Bill of Sale and (z) the  Application for Aircraft  Registration  and (ii) shall
release to Purchaser the Aircraft Bill of Sale and the Warranty Bill of Sale.

         (c) Risk of Loss.  Upon  payment  in full of the  Purchase  Price,  the
Termination  Payment and the Maintenance  Reserve to  Beneficiary's  account and
release of the Aircraft Bill of Sale and the Warranty Bill of Sale to Purchaser,
title to and all risk of loss of the  Aircraft  shall  pass from the  Trustee to
Purchaser.

         (d) Opinion of Counsel.  Purchaser shall receive a favorable opinion of
DF&P dated the Delivery Date, in form and substance  reasonably  satisfactory to
Purchaser, to the effect that title to the Aircraft is vested in Purchaser, free
and clear of all liens and  encumbrances,  subject to such normal  exceptions as
are provided by counsel.

3.       CONDITION OF AIRCRAFT: DELIVERY LOCATION.

         (a) Condition of Aircraft. The Trustee and Beneficiary will deliver the
<PAGE>
Aircraft and Purchaser  hereby agrees to accept the same,  "AS IS, WHERE IS" and
"WITH ALL  FAULTS".  Since  Purchaser is in sole  possession  and control of the
Aircraft as lessee  pursuant to the Lease,  no inspection of the Aircraft or its
records  shall  be  required  by  Purchaser  as a  condition  precedent  to  the
transaction contemplated hereunder.

         (b) Delivery  Location.  On the  Delivery  Date,  the Aircraft  will be
delivered  to  Purchaser  at  Purchaser's  facilities  in Dallas,  Texas or such
location as the parties  may agree.  Upon tender of the  Aircraft by the Trustee
and Beneficiary, Purchaser or its agent shall execute and deliver to the Trustee
via facsimile  transmission in care of DF&P at (405) 232-0865 (with hard copy to
follow) an Acceptance Certificate in the form of Exhibit C hereto.

4. ADDITIONAL  DELIVERIES.  As lessee under the Lease, Purchaser is currently in
possession  and  control  of all  logs,  manuals  and data  and all  inspection,
modification  and  overhaul  records  which are required to be  maintained  with
respect to the Aircraft under  applicable  rules and  regulations of the Federal
Aviation  Administration  or any other  governmental  body having  jurisdiction,
together with any other records maintained with respect to the Aircraft.  On the
Delivery  Date,  all of such  documents and records shall be deemed to have been
delivered to Purchaser by the Trustee and Beneficiary.

5.       WARRANTY AS TO AIRCRAFT:  ASSIGNMENT OF WARRANTIES.

         (a)  Beneficiary  represents and warrants to Purchaser,  its successors
and assigns that at the time of delivery of the Aircraft  under this  Agreement,
(i) the Trustee and  Beneficiary  shall have good title to the  Aircraft and the
lawful right to sell the Aircraft in accordance with the terms hereof;  and (ii)
Purchaser  shall receive from the Trustee good title to the Aircraft free of any
liens,  claims,  encumbrances  or  rights of  others.  THE  REPRESENTATIONS  AND
WARRANTIES CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE AND IN SECTIONS 7 AND
8 HEREOF ARE MADE BY BENEFICIARY  OR THE TRUSTEE (AS  APPLICABLE) IN LIEU OF AND
IN  SUBSTITUTION  FOR, AND  PURCHASER  HEREBY (AND BY ACCEPTING  DELIVERY OF THE
AIRCRAFT) WAIVES, RELEASES AND RENOUNCES,  ALL OTHER WARRANTIES,  OBLIGATIONS OR
LIABILITIES,  EXPRESS OR IMPLIED, OF THE TRUSTEE OR BENEFICIARY.  PURCHASER ALSO
HEREBY WAIVES,  RELEASES AND RENOUNCES ANY AND ALL RIGHTS,  CLAIMS AND REMEDIES,
EXPRESS OR IMPLIED, OF PURCHASER AGAINST THE TRUSTEE OR BENEFICIARY,  ARISING BY
LAW OR OTHERWISE,  WITH RESPECT TO ANY  NONCONFORMANCE OR DEFECT IN THE AIRCRAFT
OR ANY OTHER THING  DELIVERED UNDER THIS  AGREEMENT,  WHETHER LATENT,  HIDDEN OR
OTHERWISE UNDISCOVERABLE,  AND WITH RESPECT TO ANY OTHER MATTER ARISING UNDER OR
BY VIRTUE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO (i) ANY WARRANTY AS TO
THE  CONDITION  OR  DESCRIPTION  OF THE  AIRCRAFT  OR AS TO THE STATE,  QUALITY,
AIRWORTHINESS  OR FITNESS OF THE AIRCRAFT;  (ii) ANY EXPRESS OR IMPLIED WARRANTY
OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE;  (iii) ANY EXPRESS OR
IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,  COURSE OF DEALING OR USAGE
OF TRADE; (iv) STRICT LIABILITY; (v) ANY OBLIGATION,  LIABILITY, RIGHT, CLAIM OR
REMEDY IN TORT,  WHETHER OR NOT ARISING FROM THE ACTUAL OR IMPUTED NEGLIGENCE OF
THE TRUSTEE OR BENEFICIARY; (vi) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY
ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS,  LICENSES, OR THE LIKE; AND (vii) ANY
OBLIGATION,  LIABILITY,  RIGHT,  CLAIM OR  REMEDY  FOR LOSS OF OR  DAMAGE TO ANY
TANGIBLE OR INTANGIBLE  THING,  FOR LOSS OF USE,  REVENUE OR PROFIT,  OR FOR ANY
OTHER DIRECT,  INDIRECT,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES;  IT BEING AGREED
THAT  NEITHER THE TRUSTEE NOR  BENEFICIARY  SHALL HAVE ANY  RESPONSIBILITY  WITH
RESPECT  TO ANY OF THE  FOREGOING  MATTERS  AND  THAT ALL  RISKS  OF ANY  NATURE
INCIDENT THERETO ARE TO BE BORNE BY PURCHASER.  PURCHASER  SPECIFICALLY  ASSUMES
ALL LIABILITY OF ANY NATURE  WHATSOEVER  ARISING OUT OF THE USE OR POSSESSION OF
THE AIRCRAFT FROM AND AFTER THE DELIVERY DATE.
<PAGE>
         (b) The  Trustee  hereby  assigns  to  Purchaser,  effective  as of the
Delivery  Date,  any  and  all  assignable   warranties  of  manufacturers   and
maintenance  and  overhaul  agencies.  Upon  the  request  of  Purchaser  or its
successors  and assigns  from time to time,  and at the expense of  Purchaser or
such successors or assigns,  the Trustee and  Beneficiary  shall cooperate fully
with  Purchaser  in the  enforcement  of any such  warranties  against  any such
manufacturer or maintenance and overhaul agencies.

         (c) The parties hereto  specifically  agree that (i) this Section 5 has
been the subject of discussion and  negotiation  and is fully  understood by the
parties,  (ii) the  Aircraft  and its records  have been in the  possession  and
control of  Purchaser  and  Purchaser  is fully  aware of the  condition  of the
Aircraft  and its  records  and (iii) the  Purchase  Price and the other  mutual
agreements  of the  parties  set  forth in this  Agreement  were  arrived  at in
consideration  of the provisions of this Section 5,  specifically  including the
waiver, release and renunciation by Purchaser as set forth above.

6.  REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser  represents  and
warrants  to the Trustee  and  Beneficiary,  as of the date hereof and as of the
Delivery Date (except as otherwise set forth below), as follows:

         (a) Due  Organization.  Purchaser is a corporation  duly  organized and
validly  existing in good standing under the law of the State of Texas,  has the
power and authority to carry on its business as currently conducted and has full
power and  authority  to  execute,  deliver and perform  this  Agreement  and to
consummate the transactions contemplated hereby.

         (b)  Authorized and Binding  Obligations.  This Agreement and the other
documents  contemplated herein constitute the duly authorized,  legal, valid and
binding  obligations of Purchaser,  enforceable  against Purchaser in accordance
with their respective  terms,  except as such  enforceability  may be limited by
bankruptcy,  insolvency,  moratorium and other laws affecting  creditors' rights
and remedies and by the application of equitable principles and remedies.

         (c) Litigation.  Purchaser is not a party to any contract or agreement,
nor are there any actions,  suits or proceedings  pending or to Purchaser's best
knowledge,  threatened against or affecting Purchaser, including but not limited
to  claims,  litigation  or  proceedings  brought  before  or by  any  court  or
governmental  department,  commission  or agency,  concerning  or affecting  the
transactions  contemplated  hereby,  which are likely to prevent  Purchaser from
consummating the transactions contemplated hereby.

         (d) No  Breach  or  Violations.  The  execution  and  delivery  of this
Agreement and all other  documents  relating  hereto and the  performance of and
compliance  with the  terms  and  provisions  hereof  and  thereof  will not (i)
constitute a breach or violation of the terms,  conditions or provisions of, nor
constitute a default under or conflict  with,  the  organizational  documents of
Purchaser or any terms,  conditions or provisions of any promissory note, lease,
indenture or other agreement or instrument, stay, injunction, award or decree of
any governmental  body,  administrative  agency or court to which Purchaser is a
party or by which  Purchaser or its  property may be bound,  or (ii) violate any
provision of any law or  administrative  regulation  applicable to, or any court
decree issued with respect to, Purchaser.

         (e) No  Government  Approvals.  No consent or  approval  of,  giving of
notice to,  registration  with or other  action in respect of or by any federal,
state or local  authority is required with respect to Purchaser's  execution and
<PAGE>
delivery of this Agreement, consummation of the transactions contemplated hereby
or performance of its obligations hereunder,  or if any such consent,  approval,
giving of notice or registration is required, it has been duly given or obtained
or will be duly given or obtained on or prior to the Delivery Date.

Purchaser  shall take no action for the purpose of causing  the  representations
and  warranties  set forth in this Section 6 to be untrue or incorrect as of the
Delivery Date, nor shall Purchaser fail to take all reasonable actions necessary
to make such  representations and warranties true and correct as of the Delivery
Date.

7.  REPRESENTATIONS  AND WARRANTIES OF BENEFICIARY.  Beneficiary  represents and
warrants to Purchaser, as of the date hereof and as of the Delivery Date (except
as otherwise indicated below), as follows:

         (a)  Due  Organization.  Beneficiary  is  a  limited  partnership  duly
organized and validly  existing in good standing  under the laws of the State of
Delaware,  has the power and  authority  to carry on its  business as  currently
conducted and has full power and authority to execute,  deliver and perform this
Agreement and to consummate the transactions contemplated hereby.

         (b)  Authorized and Binding  Obligations.  This Agreement and the other
documents  contemplated herein constitute the duly authorized,  legal, valid and
binding   obligations  of  Beneficiary,   enforceable   against  Beneficiary  in
accordance with their respective  terms,  except as such  enforceability  may be
limited  by  bankruptcy,   insolvency,   moratorium  and  other  laws  affecting
creditors'  rights and remedies and by the  application of equitable  principles
and remedies.

         (c)  Litigation.  Beneficiary  is  not  a  party  to  any  contract  or
agreement,  nor are  there  any  actions,  suits or  proceedings  pending  or to
Beneficiary's  best  knowledge,  threatened  against or  affecting  Beneficiary,
including but not limited to claims, litigation or proceedings brought before or
by any court or  governmental  department,  commission or agency,  concerning or
affecting  the  transactions  contemplated  hereby,  which are likely to prevent
Beneficiary from consummating the transactions contemplated hereby.

         (d) No  Breach  or  Violations.  The  execution  and  delivery  of this
Agreement and all other  documents  relating  hereto and the  performance of and
compliance  with the  terms  and  provisions  hereof  and  thereof  will not (i)
constitute a breach or violation of the terms,  conditions or provisions of, nor
constitute  a  default  under or  conflict  with,  the  certificate  of  limited
partnership or organizational  documents of Beneficiary or any terms, conditions
or provisions of any promissory  note,  lease,  indenture or other  agreement or
instrument,  stay,  injunction,  award  or  decree  of  any  governmental  body,
administrative  agency  or  court to  which  Beneficiary  is a party or by which
Beneficiary  or its property may be bound,  or (ii) violate any provision of any
law or administrative  regulation applicable to, or any court decree issued with
respect to, Beneficiary.

         (e) No  Government  Approvals.  No consent or  approval  of,  giving of
notice to,  registration  with or other  action in respect of or by any federal,
state or local authority is required with respect to Beneficiary's execution and
delivery of this Agreement, consummation of the transactions contemplated hereby
or performance of its obligations hereunder,  or if any such consent,  approval,
giving of notice or registration is required, it has been duly given or obtained
or will be duly given or obtained on or prior to the Delivery Date.
<PAGE>
Beneficiary shall take no action for the purpose of causing the  representations
and  warranties  set forth in this  Section 7 to be untrue or  incorrect  on the
Delivery  Date,  nor  shall  Beneficiary  fail to take  all  reasonable  actions
necessary to make such representations and warranties true and correct as of the
Delivery Date.

8.  REPRESENTATIONS  AND WARRANTIES OF THE TRUSTEE..  The Trustee represents and
warrants to  Purchaser,  as of the date hereof and as of the Delivery  Date,  as
follows:

         (a) Due  Organization.  The Trustee is a national  banking  association
duly  organized and validly  existing in good standing under the federal laws of
the  United  States of  America,  has the power  and  authority  to carry on its
business as  currently  conducted  and has full power and  authority to execute,
deliver  and  perform  this  Agreement  and  to  consummate   the   transactions
contemplated hereby.

         (b)  Authorized and Binding  Obligations.  This Agreement and the other
documents  contemplated herein constitute the duly authorized,  legal, valid and
binding obligations of the Trustee, not in its individual capacity but solely as
trustee  under the Trust  Agreement  dated as of December 20, 1987,  as amended,
enforceable  against  the  Trustee in such  capacity  in  accordance  with their
respective terms,  except as such  enforceability  may be limited by bankruptcy,
insolvency,  moratorium and other laws affecting  creditors' rights and remedies
and by the application of equitable principles and remedies.

         (c)  Litigation.  The  Trustee  is  not a  party  to  any  contract  or
agreement,  nor are there any actions,  suits or  proceedings  pending or to the
Trustee's best knowledge, threatened against or affecting the Trustee, including
but not limited to claims,  litigation or  proceedings  brought before or by any
court or governmental department,  commission or agency, concerning or affecting
the transactions  contemplated  hereby,  which are likely to prevent the Trustee
from consummating the transactions contemplated hereby.

         (d) No  Breach  or  Violations.  The  execution  and  delivery  of this
Agreement and all other  documents  relating  hereto and the  performance of and
compliance  with the  terms  and  provisions  hereof  and  thereof  will not (i)
constitute a breach or violation of the terms,  conditions or provisions of, nor
constitute a default under or conflict with, the certificate of incorporation or
bylaws of the Trustee or any terms,  conditions or provisions of any  promissory
note, lease, indenture or other agreement or instrument, stay, injunction, award
or decree of any governmental body,  administrative agency or court to which the
Trustee is a party or by which the Trustee or its property may be bound, or (ii)
violate any provision of any law or administrative  regulation applicable to, or
any court decree issued with respect to, the Trustee.

         (e) No  Government  Approvals.  No consent or  approval  of,  giving of
notice to,  registration  with or other  action in respect of or by any federal,
state or local authority is required with respect to the Trustee's execution and
delivery of this Agreement, consummation of the transactions contemplated hereby
or performance of its obligations hereunder,  or if any such consent,  approval,
giving of notice or registration is required, it has been duly given or obtained
or will be duly given or obtained on or prior to the Delivery Date.

The Trustee shall take no action for the purpose of causing the  representations
and  warranties  set forth in this  Section 8 to be untrue or  incorrect  on the
Delivery  Date,  nor  shall  the  Trustee  fail to take all  reasonable  actions
necessary to make such representations and warranties true and correct as of the
Delivery Date.
<PAGE>
9. ENTIRE AGREEMENT.  This Agreement  constitutes the entire,  full and complete
agreement  between and among the Trustee,  Beneficiary and Purchaser  concerning
the subject matter hereof, and supersedes all prior agreements and negotiations.

10.  APPLICABLE LAW: VENUE. This Agreement shall be interpreted and construed in
accordance  with the laws of the State of New York,  which laws shall prevail in
the event of any conflict of law. Any action or other  proceeding to enforce any
rights  arising  under this  Agreement  shall be brought in the state or federal
courts  of New  York,  New  York  and  the  parties  hereto  hereby  consent  to
jurisdiction and venue in such courts.

11. ATTORNEY'S FEES. In the event any party hereto institutes an action or other
proceeding  to  enforce  any rights  arising  under  this  Agreement,  the party
prevailing in such action or other proceeding shall be paid all reasonable costs
and attorney's fees by the opposing party,  such fees to be set by court and not
by jury.

12. ADDITIONAL INSTRUMENTS.  The parties shall execute any further or additional
instruments  and they will perform any acts which may become  necessary in order
to effectuate and carry out the purposes of this Agreement.

13.  TERMINATION.  This Agreement shall terminate and be of no further force and
effect  in the  event  that  prior to  delivery  of the  Aircraft  to  Purchaser
hereunder,  an Event of Loss (as defined in the Lease) shall have  occurred with
respect to the Aircraft.

14.  BROKER'S  FEES.  Each of the  Trustee and  Beneficiary  on the one hand and
Purchaser  on the other  hand  agrees  to  indemnify  and hold the  other  party
harmless from and against any and all claims, suits, damages, costs and expenses
(including but not limited to reasonable attorney's fees) asserted by any agent,
broker or other third party for any  commission  or  compensation  of any nature
whatsoever,  based upon the sale of the Aircraft, if such claim, damage, cost or
expense  arises out of any action or alleged action by the  indemnifying  party,
its employees or agents.

15. COSTS.  Each of the parties  hereto shall bear its own  expenses,  including
attorney's  fees,  relative  to  the  closing  of the  transaction  contemplated
hereunder.

16.  SEVERABILITY.  In the  event any term or  provision  of this  Agreement  is
declared to be invalid or illegal for any reason, this Agreement shall remain in
full force and effect and shall be interpreted as though such invalid or illegal
provision were not a part hereof.

17. MODIFICATIONS AND AMENDMENTS. This Agreement shall not be altered or amended
except  by  writing  executed  by the  party  sought  to be  charged  with  such
alteration or amendment.

18. NO WAIVER BY FAILURE TO ACT. Neither any failure to act nor any delay on the
part of any party hereto in exercising  any right  hereunder  shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.

19. HEADINGS.  The descriptive  headings of the several articles and Sections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
<PAGE>
20. NOTICES. All notices,  requests, demands and other communications under this
Agreement  shall be in writing and shall be deemed given when  delivered by hand
or sent by telecopier or overnight  courier  service to the addresses  specified
below  (as the same may be  changes  from time to time in  accordance  with this
Section 20)

         If to Purchaser:           Southwest Airlines Co.
                                    2702 Love Field Dr.
                                    P.O. Box 36611
                                    Dallas, Texas  75235-1611
                                    Attn:    Treasurer
                                    Telecopy No: (214) 792-4022

         If to the Trustee:         First Security Bank of Utah, N.A.
                                    79 South Main Street
                                    Salt Lake City, UT 84111
                                    Attn: Dain Brown, Corporate Trust Department
                                    Telecopy No:(801) 246-5053

         If to Beneficiary:         Aircraft Income Partners, L.P.
                                    c/o Fieldstone Private Capital Group,. L.P.
                                    245 Park Avenue, 44th floor
                                    New York, New York  10167
                                    Attn:    Portfolio Management Group
                                    Telecopy No:  (212) 599-8277

21.  COUNTERPARTS.  This  Agreement  may be executed  by the  parties  hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all of  which  shall  together  constitute  but one and the  same
instrument.
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Purchase
Agreement to be executed by their duly  authorized  officers or agents as of the
day and year first set forth above.

PURCHASER:

SOUTHWEST AIRLINES CO.



By:    /s/Laura Wright
----------------------
       Laura Wright
Title: Assistant Treasurer


TRUSTEE:

FIRST  SECURITY  BANK  OF  UTAH,  NATIONAL  ASSOCIATION,  not in its  individual
capacity, but solely as trustee under a trust agreement dated as of December 20,
1987, as amended



By:     __________________________________
Title:  __________________________________


BENEFICIARY:

AIRCRAFT INCOME PARTNERS, L.P.
By:      Integrated Aircraft Fund Management Corp.,
         its General Partner



By:      __________________________________
Title:   __________________________________

<PAGE>


                                    EXHIBIT A

                           DESCRIPTION OF THE AIRCRAFT

One (1) Boeing 737-2T4 Aircraft which consists of the following components:

         (a)airframe:  one (1) Boeing 737-2T4  aircraft,  manufacturer's  serial
         number 22054, U.S. Registration Number N702ML;

         (b)installed engines: two (2) Pratt & Whitney JT8D-15 aircraft engines,
         manufacturer's serial numbers P702813B and P702859B; and

         (c)allappliances,   parts,  instruments,  appurtenances,   accessories,
         furnishings or other equipment or property  installed on or attached to
         the aircraft and any documentation in Purchaser's possession or control
         relating thereto.



<PAGE>
                                    EXHIBIT B
                                  BILL OF SALE

         First  Security  Bank  of  Utah,  National  Association,   not  in  its
individual  capacity  but  solely as  trustee  ("Owner  Trustee")  under a trust
agreement dated as of December 20, 1987, as amended,  is the owner of full legal
title to, and Aircraft Income Partners,  L.P.  ("Beneficiary") is the sole owner
of full  beneficial  title to, one (1) Boeing 737-2T4  aircraft,  manufacturer's
serial number 22054, Federal Aviation Administration  Registration Number N702ML
(the  "Airframe"),  and  two (2)  Pratt  &  Whitney  JT8D-15  aircraft  engines,
manufacturer's  serial  numbers  P702813B  and  P702859B  (each,  an  "Engine"),
together with all appliances,  parts, instruments,  appurtenances,  accessories,
furnishings  or other  equipment  or  property  installed  on or attached to the
aircraft (the  "Parts") and any  documentation  in the  possession or control of
Southwest  Airlines  Co.  ("Purchaser")  relating  thereto  (the  Airframe,  the
Engines,  the Parts  and all of the  foregoing  being  hereinafter  referred  to
collectively as the "Aircraft").

         For and in  consideration  of the  sum of  $1.00  and  other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Owner Trustee does this ___ day of April , 1996,  grant,  convey,
transfer,  bargain and sell,  deliver and set over,  all of the Owner  Trustee's
right,  title  and  interest  in  and  to  the  above-desccribed  Aircraft  unto
Purchaser.  Owner Trustee  hereby  represents to Purchaser that it is the lawful
owner of said  Aircraft;  that the same is free  from all  liens,  encumbrances,
rights and interest of others arising by,  through or under Owner  Trustee;  and
that it has good record title to the Aircraft.  Beneficiary hereby represents to
Purchaser  that the  Aircraft is free from all liens,  encumbrances,  rights and
interest  of others  and that it will  warrant  and defend  such  title  forever
against all claims and demands  whatsoever.  Except for the preceding  sentence,
the Aircraft is sold "AS IS, WHERE IS" and "WITH ALL FAULTS" in accordance  with
the terms of a certain  Aircraft  Purchase  Agreement dated as of April __, 1996
and Purchaser, by its acceptance of the Aircraft, acknowledges the same.

         The  covenants  and  agreements  herein  contained  shall  inure to the
benefit  of  and be  binding  upon  the  respective  parties  hereto  and  their
successors and assigns.

         IN WITNESS  WHEREOF,  Owner  Trustee and  Beneficiary  have caused this
Warranty Bill of Sale to be executed by their duly authorized officers as of the
day of April 1996.

FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,
  not in its individual capacity, but solely as Owner Trustee


By:

Title:

AIRCRAFT INCOME PARTNERS, L.P.
By:      Integrated Aircraft Fund Management Corp.,
          its General Partner

By:      ______________________________

Title:   ______________________________



<PAGE>


                                    EXHIBIT C

                             ACCEPTANCE CERTIFICATE


         THIS  ACCEPTANCE  CERTIFICATE  is  delivered  on and as of the date set
forth below to First  Security Bank of Utah,  National  Association,  not in its
individual  capacity but solely as trustee  ("Seller")  under a trust  agreement
dated as of December 20, 1987 for the sole benefit of Aircraft Income  Partners,
L.P. ("Beneficiary"), by Southwest Airlines Co. ("Purchaser").

                              Details of Acceptance

         Purchaser  hereby  indicates and confirms to Seller and its  successors
and assigns, that Purchaser has at 9:41 A.M. o'clock, on this day of April 1996,
accepted and purchased from Seller, and Seller has delivered, in accordance with
the  provisions of the Aircraft  Purchase  Agreement  dated as of April 15, 1996
among  Purchaser,  Seller  and  Beneficiary,  one (1) Boeing  737-2T4  aircraft,
manufacturer's serial number 22054, U.S. Registration Number N702ML, and two (2)
Pratt & Whitney JT8D-15 aircraft engines, manufacturer's serial numbers P702813B
and P702859B, together with all appliances,  parts, instruments,  appurtenances,
accessories, furnishings or other equipment or property installed on or attached
to the aircraft  and any  documentation  in  Purchaser's  possession  or control
relating thereto.

         IN WITNESS WHEREOF, Purchaser has caused this Acceptance Certificate to
be duly executed by its authorized officer as of the date written above.


SOUTHWEST AIRLINES CO., Purchaser



By:      ____________________________

Title:   ____________________________