Exhibit 10.1

Exhibit 10.1    

    Execution
      Version

    


    


    


    


    


    


    


    


    


    


    


    AIRCRAFT
      PURCHASE AGREEMENT

    


    Dated
      as
      of the ____ day of December, 2005

    


    between

    


    U.S.
      BANK NATIONAL ASSOCIATION, 

    not
      in
      its individual capacity, but solely as owner trustee

    as
      Seller,

    


    and

    


    CORPORACIÓN
      YGNUS AIR, S.A.

    as
      Buyer,

    


    


    in
      respect of one
      McDonnell Douglas DC-8-73F
      Aircraft,

        bearing
      manufacturer’s serial number 46133
      with  

    Spanish
      registration mark EC-IGZ equipped with

    four
      CFM
      International, Inc. 56-2C1 engines bearing manufacturer's 

    serial
      numbers 692514, 692542, 693444 and 692506

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      
        	 	
                Heading

              	 	
                Page
                  Number

              
	 	 	 	 
	
                ARTICLE
                  1: DEFINITIONS

              	 	
                1

              
	
                ARTICLE
                  2: AGREEMENT TO SELL AND PURCHASE

              	
                3

              
	 	
                2.1

              	
                Agreement
                  to Sell and Purchase

              	
                3

              
	 	
                2.2

              	
                Purchase
                  Price

              	
                3

              
	 	
                2.3

              	
                Security
                  Deposit

              	
                3

              
	 	
                2.4

              	
                Commitment
                  Fee

              	
                3

              
	 	
                2.5

              	
                Lease
                  Payments

              	
                4

              
	 	
                2.6

              	
                Balance

              	
                4

              
	
                ARTICLE
                  3: CLOSING AND DELIVERY

              	
                4

              
	 	
                3.1

              	
                Buyer’s
                  Conditions Precedent

              	
                4

              
	 	
                3.2

              	
                Buyer’s
                  Closing Deliveries

              	
                4

              
	 	
                3.3

              	
                Seller’s
                  Conditions Precedent

              	
                4

              
	 	
                3.4

              	
                Seller’s
                  Closing Deliveries

              	
                5

              
	 	
                3.5

              	
                Lease
                  Termination

              	
                5

              
	 	
                3.6

              	
                Warranty
                  Bill of Sale

              	
                5

              
	 	
                3.7

              	
                Risk
                  of Loss Prior to Closing

              	
                5

              
	 	
                3.8

              	
                Risk
                  of Loss after Closing

              	
                5

              
	
                ARTICLE
                  4: REPRESENTATIONS, WARRANTIES & LIMITATIONS

              	
                5

              
	 	
                4.1

              	
                Representations
                  and Warranties of Seller

              	
                5

              
	 	
                4.2

              	
                Representations
                  and Warranties of Buyer

              	
                6

              
	 	
                4.3

              	
                Disclaimer

              	
                6

              
	
                ARTICLE
                  5: RESERVED RIGHTS

              	 	
                7

              
	
                ARTICLE
                  6: THIRD PARTY WARRANTIES

              	
                7

              
	
                ARTICLE
                  7: TAXES

              	 	
                7

              
	
                ARTICLE
                  8: ESCROW

              	 	
                8

              
	
                ARTICLE
                  9: NOTICES

              	 	
                8

              
	
                ARTICLE
                  10: INDEMNIFICATION

              	
                9

              
	 	
                10.1

              	
                Buyer

              	
                9

              
	 	
                10.2

              	
                Seller

              	
                10

              
	
                ARTICLE
                  11: INSURANCE

              	 	
                10

              
	 	
                11.1

              	
                Minimum
                  Coverages

              	
                10

              
	 	
                11.2

              	
                Contents
                  of Policies

              	
                10

              
	 	
                11.3

              	
                Certificate
                  of Insurance

              	
                10

              
	
                ARTICLE
                  12: FURTHER ASSURANCES

              	
                11

              
	
                ARTICLE
                  13: MISCELLANEOUS

              	 	
                11

              
	 	
                13.1

              	
                Time
                  is of the Essence

              	
                11

              
	 	
                13.2

              	
                Confidentiality

              	
                11

              
	 	
                13.3

              	
                Binding
                  Effect

              	
                11

              
	 	
                13.4

              	
                Transaction
                  Costs and Expenses

              	
                11

              
	 	
                13.5

              	
                Entire
                  Agreement

              	
                11

              
	 	
                13.6

              	
                Amendments

              	
                11

              
	 	
                13.7

              	
                Assignment

              	
                12

              
	 	
                13.8

              	
                Headings
                  and References

              	
                12

              
	 	
                13.9

              	
                Counterparts

              	
                12

              
	 	
                13.10

              	
                Non-Waiver

              	
                12

              
	 	
                13.11

              	
                Survival
                  of Representations and Warranties

              	
                12

              
	 	
                13.12

              	
                Invalid
                  Provisions

              	
                12

              
	 	
                13.13

              	
                Currency

              	
                12

              
	 	
                13.14

              	
                Governing
                  Law

              	
                12

              
	 	 	 	
                 

              
	
                EXHIBIT
                  A: WARRANTY BILL OF SALE

              	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AIRCRAFT
      PURCHASE AGREEMENT

    


    This
      AIRCRAFT
      PURCHASE AGREEMENT
      dated as
      of the ______day of December 2005, is between U.S.
      Bank National Association,
      a
      national banking association, not in its individual capacity, but solely as
      owner trustee, ("Seller"), and
      Corporación Ygnus Air, S.A.
      a
      corporation formed under the laws of Spain, formally
      known as Cygnus Air, S.A
      (“Buyer”).

    


    WHEREAS,
      Seller
      owns the Aircraft that are the subject matter of this Agreement;
      and

    


    WHEREAS,
      Buyer
      desires to purchase the Aircraft from Seller, and Seller is willing to sell
      the
      Aircraft to Buyer, on the terms and subject to the conditions set forth in
      this
      Agreement; 

    


    NOW
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual promises and covenants
      of
      the parties set forth herein, and for other good and valuable consideration
      the
      adequacy and receipt of which are hereby acknowledged, the parties hereto agree
      as follows:

    


    ARTICLE
      1: DEFINITIONS

    


    The
      following terms shall have the following respective meanings for all purposes
      of
      this Agreement:

    


    "Agreement"
      means
      this Aircraft Purchase Agreement.

    


    "Aircraft"
      means,
      collectively, the Airframes, the Engines and the Aircraft Documents applicable
      thereto.

    


    "Aircraft
      Documents"
      means
      all logs, manuals, data and inspection, modification, maintenance and overhaul
      records in Seller’s possession associated with Airframes and
      Engines.

    


    "Airframes"
      means
      one
      McDonnell Douglas DC-8-73F airframe bearing manufacturer's serial number 46133,
      with Spanish registration mark EC-IGZ, together with any and all avionics,
      appliances, components, parts, instruments, appurtenances, accessories,
      furnishings or other equipment of whatever nature (excluding engines)
      incorporated therein, installed thereon, and attached thereto.

    


    “Applicable
      Law"
      means,
      without limitation, all applicable laws, treaties, international agreements,
      decisions and orders of any court, arbitration or governmental agency or
      authority and rules, regulations, orders, directives, licenses and permits
      of
      any governmental body, instrumentality, agency or authority.

    


    "Balance"
      has
      the
      meaning set forth in Article 2.6 hereof.

    


    “Basic
      Rent”
      has the
      meaning set forth in the Lease.

    
“Buyer
      Indemnitees”
      has the
      meaning set forth in Article 10.2 hereof.

    


    “Closing”
means
      the purchase by Buyer of the Aircraft from Seller as contemplated in the
      Agreement.

    


    "Closing
      Date" means
      the
      date on which all of the actions described in Article 3 shall have been taken,
      which shall be on or before December 15, 2005, or such other date as the parties
      may mutually agree in writing.

    


    “Commitment
      Fee” has
      the
      meaning set forth in Section 2.4 hereof.

    


    “Dollar”
      or
      “$”
      means
      the
      lawful currency of the United States of America.

    


    "Effective
      Date"
      means
      the date of this Agreement.

    


    “Engine"
      means
      those certain CFM International, Inc. 56-2C1 engines bearing manufacturer’s
      serial numbers 692514, 692542, 693444 and 692506, together with any and all
      avionics, appliances, components, parts, instruments, appurtenances,
      accessories, furnishings or other equipment of whatever nature incorporated
      in,
      installed on, and attached to, either such engine.

    


    “IATS”
      means
      Insured Aircraft Title Services, P.O. Box 19527, Oklahoma City, Oklahoma, 73144,
      telephone (405) 681-6663 and facsimile (405) 681-9299

    


    “Incumbency
      Certificate”
      means
      that certificate executed, notarized and apostilled by Seller’s officer
      confirming that the signatory thereto has the authority to execute the Warranty
      Bill of Sale.

    


    “Lease”
      means
      that Lease Agreement dated June 28, 2002 between Buyer and Seller as amended
      by
      Amendment Number One to Lease Agreement dated December 1, 2004, with respect
      to
      the Aircraft.

    


    “Maintenance
      Reserves” has
      the
      meaning set forth in the Lease.

     

    “Non-Applied
      Basic Rent Amount”
      has the
      meaning set forth in Article 2.5 hereof.

    


    "Purchase
      Price" has
      the
      meaning set forth in Article 2.2 hereof.

    


    “Rent
      Date”
      has the
      meaning set forth in the Lease.

    


    "Security
      Deposit" has
      the
      meaning set forth in Article 2.3 hereof.

    


    "Seller
      Indemnitees" means
      Seller and its officers, directors, shareholders, managers, governors, members,
      employees, agents, contractors, affiliated companies, lenders, successors,
      and
      permitted assignees.

    


    "Taxes"
      means
      all
      taxes, duties, levies, imposts, or fees of any kind which may be assessed or
      levied against a party by any Taxing Jurisdiction as a result of the sale,
      transfer or delivery of the Aircraft to Buyer, or the registration, ownership
      or
      use of the Aircraft by Buyer after delivery; provided, however, that "Taxes"
      shall not include (i) any
      tax
      that would not have been imposed but for the gross negligence or willful
      misconduct of Seller; (ii) any tax that would not have been imposed but for
      the
      inaccuracy of any representation of Seller in Article 4.1 hereof; (iii) any
      capital gains, sales, gross receipts, income or other similar taxes applicable
      to Seller; or (iv) any taxes, duties or fees assessed or levied by the United
      States federal, state, or local taxing authority or any of its governmental
      authorities, including, without limitation, those relating to the export of
      the
      Aircraft, formalization of the sale, notary and register fees, and employment,
      which taxes, duties and fees shall be the sole responsibility of
      Seller.

    


    "Taxing
      Jurisdiction" means
      any
      federal, state, county, local, airport, district, foreign, or governmental
      agency thereof or therein that imposes Taxes.

    


    “Warranty Bill
      of Sale”
means
      a
      notarized and apostilled Warranty Bill of Sale substantially in the form of
      Exhibit
      A.

    


    ARTICLE
      2: AGREEMENT TO SELL AND PURCHASE

    


    2.1 Agreement
      to Sell and Purchase. Seller
      agrees to sell and deliver the Aircraft to Buyer. Buyer agrees to purchase
      and
      accept delivery of the Aircraft from Seller in accordance with and subject
      to
      the terms and conditions set forth in this Agreement.

     

    2.2 Purchase
      Price. The
      purchase price for the Aircraft shall be $3,150,000 (the "Purchase Price").
      The
      full amount of the Purchase Price is due from Buyer and payable at Closing.
      

    


    2.3 Security
      Deposit.
      Pursuant
      to the terms of the Lease, Buyer deposited to Seller, and Seller acknowledges
      receipt from Buyer of, the amount of $330,000 (the “Security Deposit”). The
      Security Deposit shall be applied towards the Purchase Price at Closing. In
      the
      event the conditions in Sections 3.1 and 3.3 are not met and this transaction
      fails to close, the Security Deposit shall remain subject to the terms and
      conditions of the Lease. 

    


    2.4 Commitment
      Fee. Seller
      currently holds certain Airframe “C” Check Reserves in the amount of $221,746.06
      that would have been reimbursable to Buyer pursuant to the Lease, (the
“Commitment Fee”). The parties acknowledge that Seller shall have no obligation
      to pay or reimburse the Commitment Fee to Buyer, but Seller shall apply the
      Commitment Fee towards the Purchase Price at Closing. Notwithstanding the
      foregoing, (i) in the event this transaction fails to close due to Buyer, the
      parties acknowledge that Seller shall have no obligation to pay or reimburse
      the
      Commitment Fee to Buyer under the Lease and (ii) in the event Seller fails
      to
      meet the conditions in Section 3.1, directly resulting in the failure of this
      transaction to close, the Commitment Fee shall remain subject to the terms
      and
      conditions of the Lease. 

    


    2.5 Lease
      Payments.
      Buyer
      has paid to Seller, pursuant to the terms of the Lease, the Basic Rent for
      December, 2005, as due and payable on the Rent Date. The Basic Rent for December
      shall be prorated per diem up to and including the Closing Date and any Basic
      Rent not applied for December pursuant to the Lease (the “Non-Applied Basic Rent
      Amount”) shall be applied towards the Maintenance Reserves per Section 3.3(b).
      In the event the conditions in Article 3 are not met and this transaction fails
      to close, the Basic Rent shall remain subject to the terms and conditions of
      the
      Lease. 

    


    2.6 Balance.
      At
      Closing, Buyer shall pay to Seller via wire transfer the balance of the Purchase
      Price in the amount of $2,598,253.94 (the "Balance"). Payment shall be made
      to
      the following account:

    


    Bank:
      Wilmington Trust Company

    Address:
      Rodney Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-001

    ABA
      #:
      031100092   

    Acct.
      #:
      068985-000.1

    Attn:
      Paul D. Kopp

    Ref:
      AFG
      Investment Trust D 

    


    ARTICLE
      3: CLOSING AND DELIVERY

    


    3.1 Buyer's
      Conditions Precedent.
      Buyer's
      obligation to purchase and accept delivery of the Aircraft from Seller shall
      be
      subject to the satisfaction of each of the following conditions:

       
a.  Seller
      having delivered the Warranty Bill of Sale.

    


    b.      Seller
      having delivered the Incumbency Certificate.

    


    3.2   Buyer's
      Closing Deliveries. Upon
      satisfaction of the conditions set forth in Article 3.1 hereof, Buyer shall
      pay
      the Balance of the Purchase Price by wire transfer in immediately available
      funds to an account designated by Seller in Article 2.6. 

    


    3.3   Seller's
      Conditions Precedent.
      Seller's
      obligation to sell and deliver the Aircraft to Buyer shall be subject to the
      satisfaction of each of the following conditions:

              a.       
      Buyer
      having delivered to Seller a report on the Aircraft in the form set out in
      Schedule 6 of the Lease for the period December 1, 2005, to the Closing
      Date. 

     

              b.       
      Buyer
      having paid, and Seller having received all maintenance reserves “Maintenance
      Reserves” due and payable up to and including the Closing Date as set forth in
      the Lease. In the event that Engine 692506 has been removed off-wing due to
      a
      life limited part limiter, Maintenance Reserves for such engine shall not be
      due
      from the point in time when such engine was removed off-wing.

    


    c. Buyer
      having paid, and Seller having received all basic rent “Basic Rent” payments due
      and payable up to and including the Closing Date as set forth in the
      Lease.

    


    d. Buyer
      having paid, and Seller having received, the Security Deposit, the Commitment
      Fee and the Balance in full.

    


    e. Buyer
      shall have delivered to Seller the Certificate of Insurance in accordance with
      Article 10.3 hereof.

    


    f. Seller
      shall have received satisfactory Seller’s board resolutions with respect to
      the due authorization of the transaction contemplated by this
      Agreement.

    


    3.4 Seller's
      Closing Deliveries.
      Upon
      satisfaction of the conditions set forth in Article 3.3 hereof, Seller shall
      execute and deliver the Warranty Bill of Sale to Buyer.

    


    3.5 Lease
      Termination. Buyer
      and
      Seller agree that upon the transfer of Seller’s right, title and interest in and
      to the Aircraft, the Lease shall terminate and shall be of no further force
      and
      effect. 

     

    3.6 Warranty
      Bill of Sale. The
      Warranty Bill of Sale is intended to supplement the provisions of this
      Agreement. To the extent that any of the provisions contained in the Warranty
      Bill of Sale are inconsistent with or contrary to the provisions of this
      Agreement or in the event of a disagreement related to this transaction, the
      provisions of this Agreement shall govern. The Warranty Bill of Sale is
      incorporated into this Agreement and the rights and obligations thereunder
      are
      not separate from this Agreement and the documents are one and the same. Buyer
      shall be entitled to have this Agreement duly notarized, apostilled, translated
      into Spanish and validly filed under the laws of the State of Registration,
      including without limitation, with the Aviation Authorities and any other
      applicable Governmental Entities and non-governmental authorities. 

    


    3.7 Risk
      of Loss Prior to Closing. If
      the
      Aircraft shall be destroyed or damaged beyond economic repair prior to the
      Closing Date, then upon written notice thereof from either party hereto to
      the
      other party hereto, this Agreement shall terminate and the terms of the Lease
      shall govern the loss.

    


    3.8 Risk
      of Loss after Closing. Risk
      of
      loss of the Aircraft shall pass from Seller to Buyer upon the Closing
      Date.

    


    ARTICLE
      4: REPRESENTATIONS, WARRANTIES & LIMITATIONS

    


    4.1 Representations
      and Warranties of Seller. Seller
      hereby represents and warrants as of the Effective Date and the Closing Date
      as
      follows:

    


    a.  Seller
      is
      the owner of the Aircraft and the execution and delivery of the Warranty Bill
      of
      Sale shall convey to Buyer all right, title and interest in and to the Aircraft,
      free of any and all liens, claims, encumbrances or rights of others.


    


    b.  Seller
      is
      a national banking association organized and validly existing under the laws
      of
      the United States of America, possessing perpetual existence as a legal entity,
      with the capacity to sue and be sued in its own name, and with full power and
      legal right to carry on its business as currently conducted and to execute,
      deliver and perform its obligations arising under this Agreement and the
      Warranty Bill of Sale.

    


    c.  The
      execution, delivery, and performance by Seller of this Agreement and the
      Warranty Bill of Sale have been duly authorized by all necessary action on
      behalf of Seller and do not conflict with or result in any breach of any of
      the
      terms or constitute a default under any document, instrument, or agreement
      to
      which Seller is a party.

    


    d.  This
      Agreement and, upon the execution and delivery thereof, the Warranty Bill of
      Sale have been duly executed, delivered and apostilled by Seller and constitute
      the legal, valid, and binding obligations of Seller enforceable against Seller
      in accordance with its respective terms.

    


    e.  Seller
      has not incurred any broker or finder’s fees related to this transaction for
      which Buyer would be responsible.

    


    4.2 Representations
      and Warranties of Buyer.
      Buyer
      hereby warrants as of the Effective Date and the Closing Date as
      follows:

    


    a.  Buyer
      is
      a corporation organized and validly existing under the laws of Spain, possessing
      perpetual existence as a legal entity, with the capacity to sue and be sued
      in
      its own name, and with full power and legal right to carry on its business
      as
      currently conducted, and to execute, deliver and perform the provisions of
      this
      Agreement.

    


    b.  The
      execution, delivery, and performance by Buyer of this Agreement has been duly
      authorized by all necessary action on behalf of Buyer and do not conflict with
      or result in any breach of any of the terms or constitute a default under any
      document, instrument, or agreement to which Buyer is a party.

    


    c.  This
      Agreement has been duly executed and delivered by Buyer and constitutes the
      legal, valid, and binding obligations of Buyer enforceable against Buyer in
      accordance with its terms.

    


    d.  Buyer
      has
      not incurred any broker or finder fee for which Seller would be
      responsible.

    


    4.3 DISCLAIMER.
      BUYER
      ACKNOWLEDGES THAT IT IS THE LESSEE AND SOLE OPERATOR OF THE AIRCRAFT AND AS
      SUCH
      THERE WILL BE NO TECHNICAL CONDITIONS TO CLOSE THIS TRANSACTION WHATSOEVER.
      THE
      AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY "AS IS" "WHERE IS" AND "WITH
      ALL FAULTS" BASIS, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH
      IN
      ARTICLE 4.1 HEREOF. SELLER'S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH
      IN
      ARTICLE 4.1 HEREOF ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR
      WARRANTIES WHATSOEVER BY SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION
      OF
      LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES,
      DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY
      REPRESENTATIONS OR WARRANTIES WHATSOEVER (OTHER THAN THOSE SET FORTH IN ARTICLE
      4.1 HEREOF), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING,
      WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES AS TO THE AIRWORTHINESS,
      VALUE, CONDITION, DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE
      OF
      THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
      OR
      IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A
      COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY
      AND
      ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED
      OR
      ARISING BY OPERATION OF LAW OR IN EQUITY, ARISING FROM ANY SUCH REPRESENTATION
      OR WARRANTY (OTHER THAN THOSE SET FORTH IN ARTICLE 4.1 HEREOF), OR FOR ANY
      LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS
      OF
      USE, REVENUE, OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER INDIRECT,
      INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER.

    ARTICLE
      5: RESERVED
      RIGHTS

    


    With
      the
      exception of the Commitment Fee as described in Section 2.4, the Lease shall
      remain in full force and effect (i) until the Closing and (ii) in the event
      this
      transaction fails to Close. 

    ARTICLE
      6: THIRD PARTY WARRANTIES

    


    To
      the
      extent that any warranties from manufacturers, service providers, or suppliers
      are still in effect with respect to the Aircraft (to
      the
      extent that such rights are assignable and are not extinguished as a result
      of
      this Agreement),
      such
      warranties and all rights thereunder shall without further action be irrevocably
      assigned to Buyer effective as of Closing. 

    ARTICLE
      7: TAXES

    


    Buyer
      shall be responsible for, shall defend, indemnify and hold harmless Seller
      against, and shall pay promptly when due or on demand any and all Taxes of
      any
      kind or nature whatsoever assessed or levied by any Taxing Jurisdiction.
The
      amount of any payment to be made by Buyer to Seller hereunder, including,
      without limitation, payments in respect of the Security Deposit, the Commitment
      Fee and the Balance, shall be net to Seller of any and all Taxes for which
      Buyer
      is or may be responsible. 

    


    ARTICLE
      8: ESCROW

    


    IATS
      shall serve as escrow agent for the transaction contemplated herein and Seller,
      Buyer and IATS shall enter into a separate escrow agreement subject to the
      terms
      in this Article 8. Seller shall deliver to IATS an original executed, notarized
      and apostilled Warranty Bill of Sale. IATS shall hold the Warranty Bill of
      Sale
      in escrow and not release it until such time as it receives the funds necessary
      to consummate the transaction and to comply with these escrow instructions,
      including, but not limited to, the following:

    


    a. On
      behalf
      of Seller receipt of all Maintenance Reserves due and payable up to and
      including the Closing Date as set forth in the Lease minus the Non-Applied
      Basic
      Rent Amount.

      

    b. Receipt
      of the Balance of the Purchase Price on behalf of Seller in the amount of
      $2,598,253.94.
      

    


    c. IATS
      shall confirm receipt of Maintenance Reserves and the Balance with Seller as
      soon as these funds have been deposited with IATS. The Maintenance Reserves
      and
      Balance should be distributed in its entirety in accordance with the wiring
      instructions set forth in Section 2.6. IATS shall provide Seller with a federal
      reference number for the wire transaction immediately upon
      availability.

    


    d. Upon
      initiation of the wire transfer, IATS shall be further instructed to date the
      Warranty Bill of Sale as of the Closing Date and to deliver the Warranty Bill
      of
      Sale to Buyer. 

    


    Buyer
      shall be responsible for any cost and expenses related to or resulting from
      IATS
      and this Article 8. Invoices from IATS can be sent directly to Buyer at the
      address provided in Article 9 hereof. 

                             
      ARTICLE 9: NOTICES

    


    All
      communications and notices hereunder shall be in writing and shall be deemed
      made (i) when delivered by hand, or (ii) three calendar days after being sent
      by
      overnight courier, or (iii) when transmitted by means of facsimile or other
      wire
      transmission (with request for assurance of receipt in a manner typical with
      respect to communications of that type and followed promptly with the original
      thereof) in each case at the address set forth below:

     

    If
      to the Seller:                               
      U.S.
      Bank
      National Association,

    as
      Owner
      Trustee

    60
      Livingston Avenue

    EP-MN-WS3C

    St.
      Paul,
      MN 55107-2292

    United
      States of America

    Attn:
      Corporate Trust Department

    Fax:
      +1
      (651) 495-3918

    Telephone
      No.: +1 (651) 495-8097

    


    with
      copies to:  

    Equis
      Financial Group L.P.

    1050
      Waltham Street

    Lexington,
      MA 02421

    United
      States of America

    Attn:
      Wayne Engle

    Phone:
      +1
      (781) 676-0020

    Fax:
      +1
      (781) 676-0059

     

                      and:

    Mr.
      Max
      Bachrach

    Sigma
      Aircraft Management 

    Executive
      Vice President

    232
      East
      50th
      Street

    New
      York,
      NY 10022

    United
      States of America

    Worldfax.:
      +1 (212) 752-9801

    Telephone.:
      +44 207 259 6600

     

    and:

    Kevin
      J.
      Johnson, Esq.

    Fafinski,
      Mark & Johnson, P.A.

    6600
      City
      West Parkway, Suite 300

    Minneapolis,
      Minnesota 55344

    United
      States of America

    Telephone:
      +1 (952) 995-9500

    Telefax:
      +1 (952) 995-9577 

    


    If
      to the Buyer:                               
      Corporación
      Ygnus Air, S.A. 

                                                   
      Mr. Alvaro Macarron de Vicente 

    Terminal
      de Aviaciion General, 2a planta

    Aeropuerto
      de Madrid-Barajas

    28042-
      Madrid  

    Spain

    Telefax:
      + 34 91 746 13 83

    Telephone:
      + 34 91 746 13 81

    


    ARTICLE
      10: INDEMNIFICATION

    


    10.1 Buyer.
      Buyer
      shall release, indemnify, reimburse, defend and hold harmless all Seller
      Indemnitees on demand, from and against any and all claims, damages (whether
      direct, indirect, incidental, special or consequential), losses, charges, fees,
      liabilities, obligations, demands, suits, judgments, actions and other legal
      proceedings (whether civil or criminal), penalties, fines, sanctions, and any
      reasonable costs, expenses and attorneys' fees imposed on the Seller Indemnitees
      or asserted against, or suffered or incurred by Seller Indemnitees, which in
      any
      way may result from, arise out of, or are in any manner related to (a) a breach
      of any agreement, representation or warranty by Buyer under this Agreement,
      and
      (b) any event occurring related to the use of or operation of the Aircraft
      under
      the Lease or after Closing, including, without limitation, any injury to or
      death of any person, and for any loss of, damage to, or destruction of any
      property whatsoever, in any manner, arising out of the possession, delivery,
      non-delivery, ownership, condition, maintenance, lease, disposition, operation
      or use of the Aircraft.

    


    10.2 Seller. Seller
      shall
      release, indemnify, reimburse, defend and hold harmless
      Buyer
      and
      Buyer's officers, directors, shareholders, managers, governors, members,
      employees, agents, contractors, affiliated companies, lenders, successors,
      and
      permitted assignees
      ("Buyer
      Indemnitees") on
      demand, from and against any and all claims, damages (whether direct, indirect,
      incidental, special or consequential), losses, charges, fees, liabilities,
      obligations, demands, suits, judgments, actions and other legal proceedings
      (whether civil or criminal), penalties, fines, sanctions, and any reasonable
      costs, expenses and attorneys' fees imposed on the Buyer Indemnitees or asserted
      against, or suffered or incurred by Buyer Indemnitees, which in any way may
      result from, arise out of, or are in any manner related to a breach of any
      agreement, representation or warranty by Seller under this Agreement.


    ARTICLE
      11: INSURANCE

    


    11.1 Minimum
      Coverages. For
      a
      period of two years commencing on the Closing Date, Buyer shall, at its sole
      expense, maintain or cause its lessees or successors to maintain, with a
      reputable insurer in a leading insurance market aircraft third-party legal
      liability insurance covering the Seller Indemnitees as additional insureds
      to
      the same extent that Buyer or its successors are covered on such policies.
      

    


    11.2 Contents
      of Policies. All
      insurance coverage under Article 11.1 hereof shall be endorsed: (i) to name
      all
      Seller Indemnitees as additional insureds thereunder; (ii) to expressly provide
      that all of the provisions thereof, except the limits of liability, shall
      operate in the same manner as if there were a separate policy covering each
      insured and shall waive, any right of subrogation of the insurers against each
      additional insured; (iii) to expressly provide that, in respect of the
      respective interests of each additional insured in such policies, the insurance
      shall not be invalidated by any action or inaction of any Buyer Indemnitee
      or
      any other third party and shall insure the respective interests of the
      additional insureds, as they appear, regardless of any breach or violation
      of
      any warranty, declaration or condition contained in such policies by any Buyer
      Indemnitee or any other third party; (iv) to expressly provide that such
      insurance shall be primary without any right of contribution from any other
      insurance which is carried by any additional insured; (v) to expressly waive
      any
      right of subrogation against Seller Indemnitees; and (vi) to expressly cover
      the
      contractual liability to each of the additional insureds assumed by Buyer in
      Article11.1 hereof. 

    


    11.3 Certificate
      of Insurance. Buyer
      shall, upon Seller’s request, provide Seller with a certificate of insurance
      from time to time (but not more than once per year) prior to the date two years
      after the Closing Date.

    ARTICLE
      12: FURTHER ASSURANCES

    


    The
      parties will accommodate reasonable requests for additional documentation to
      facilitate the purchase and sale of the Aircraft. Each party shall execute
      all
      documents and do all other things that may be reasonably requested by the other
      party in order to fully and adequately document the purchase and sale of the
      Aircraft, whether prior to, in connection with, or subsequent to
      Closing.


    ARTICLE
      13: MISCELLANEOUS

    


    13.1 Time
      is of the Essence. Unless
      stated expressly to the contrary herein, time shall be of the essence for all
      events contemplated hereunder.

    


    13.2 Confidentiality.
      Each
      party hereto agrees that it will treat the Purchase Price as privileged and
      confidential and will not, without the prior written consent of the other,
      disclose such Purchase Price to any third party, except for disclosure to its
      lenders or other funding sources, attorneys, auditors or its successors or
      permitted assigns and as may be required by applicable law or governmental
      regulations or as may be necessary to effect the transactions contemplated
      hereby, in which case the party so disclosing shall use good faith efforts
      to
      limit disclosure to such third parties on a need-to know basis. In connection
      with any such disclosure the party making such disclosure shall request and
      use
      its best efforts to obtain confidential treatment of such
      information.

     

    13.3 Binding
      Effect. This
      Agreement shall inure to the benefit of and be binding upon each of the parties
      hereto and their respective successors and permitted assigns. 

    


    13.4 Transaction
      Costs and Expenses. Whether
      or not the transaction contemplated hereby is consummated, each of Seller and
      Buyer shall bear and be responsible for its own costs and expenses incurred
      in
      connection with the negotiation, preparation, execution and delivery of this
      Agreement, and any other agreements, documents and instruments relating hereto,
      and neither Seller nor Buyer shall have any right of reimbursement or indemnity
      for such costs and expenses as against each other. 

    


    13.5 Entire
      Agreement. This
      Agreement constitutes, on and as of the Effective Date, the entire agreement
      of
      the parties hereto with respect to the subject matter hereof, and all prior
      or
      contemporaneous understandings or agreements, whether written or oral, between
      the parties hereto with respect to the subject matter hereof are hereby
      superseded in their entirety. 

    


    13.6 Amendments.
      No
      provision of this Agreement may be amended, changed, waived or discharged
      orally, but only by an instrument in writing specifying the provision intended
      to be amended, changed, waived or discharged and signed by the party against
      whom enforcement of such amendment, change, waiver or discharge is sought and
      no
      provision of this Agreement shall be varied, contradicted or explained by any
      oral agreement, course of dealing or performance or any other matter not set
      forth in an agreement in writing and signed by the party against whom
      enforcement of such agreement is sought.

    


    13.7 Assignment.
      Buyer
      may
      assign its rights and delegate its obligations under this Agreement to any
      affiliate of Buyer (or
      any
      trust of which any of them is a beneficiary);
      provided, however, that Buyer shall guaranty, in writing in a form acceptable
      to
      Seller, the full and timely performance by any such assignee of all of Buyer's
      obligations arising under this Agreement. Except as otherwise provided herein,
      neither party may assign any of its rights or delegate any of its obligations
      hereunder without the prior written consent of the other party. 

    


    13.8 Headings
      and References. The
      division of this Agreement into Articles, and the insertion of headings, are
      for
      convenience of reference only and shall not affect the construction or
      interpretation of this Agreement.

    


    13.9 Counterparts.
      This
      Agreement may be fully executed in any number of separate counterparts by each
      of the parties hereto, all such counterparts together constituting but one
      and
      the same instrument. Copies of this Agreement and the documents to be delivered
      hereunder, transmitted by facsimile, shall be deemed to be and treated the
      same
      as executed originals; provided that the original of any document delivered
      by
      facsimile transmission shall, upon request, also be delivered by mail or private
      delivery service.

    


    13.10 Non-Waiver.
      Any
      failure at any time of either party to enforce any provision of this Agreement
      shall not constitute a waiver of such provision or prejudice the right of such
      party to enforce such provision at any subsequent time.

    


    13.11 Survival
      of Representations and Warranties. The
      representations and warranties herein of each party hereto shall survive the
      execution and delivery of, and the consummation of the transactions contemplated
      by, this Agreement.

    


    13.12 Invalid
      Provisions. If
      any
      provision of this Agreement is or becomes void or unenforceable by force or
      operation of law, the other provisions shall remain valid and
      enforceable.

    


    13.13 Currency.
      All
      prices, amounts and payments referred to herein shall be in United States
      Dollars. 

    


    13.14 Governing
      Law. This
      Agreement shall in all respects, including all matters of construction, validity
      and performance, be governed by, and construed and enforced in accordance with,
      the laws of the State of New York, as would be applicable to contracts entered
      into in that state between citizens of that state and to be performed wholly
      within that state, without reference to any rules governing conflicts of laws.
      The parties consent to service of process by mail courier or hand delivery,
      at
      their regular business address from time to time.


    [Signature
      Page Follows]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties have caused this Aircraft
      Purchase Agreement
      to be
      executed by their duly authorized representatives as of the Effective
      Date.

    


    BUYER:

     

                         CORPORACIÓN
      YGNUS AIR, S.A.

     

    
      By:
         _____________________

      Print: _____________________

      Title: _____________________

       

       

      
        By:
           _____________________

        Print: _____________________

        Title: _____________________


      

    

                                  


    


    


    SELLER:

    


    U.S.
      BANK NATIONAL ASSOCIATION,
      

    not
      in
      its individual capacity, but solely as owner trustee

    


    By:
       _____________________

    Print: _____________________

    Title: _____________________

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    INTERNATIONAL
      AIRCRAFT BILL OF SALE (Commercial)

    


    KNOW
      ALL
      MEN BY THESE PRESENTS that the undersigned, U.S.
      BANK NATIONAL ASSOCIATION,
      not in
      its individual capacity, but solely as owner trustee (hereafter the “Seller”) is
      the owner of full beneficial title to that certain McDonnell Douglas DC-8-73F
      Aircraft with Spanish registration mark EC-IGZ (hereafter the “Aircraft”),
      Manufacturer’s Serial Number 46133, together with four CFM Internal, Inc. 56-2C1
      engines bearing Manufacturer's Serial Numbers 692514, 692542, 693444 and 692506,
      respectively.

    


    Seller
      has received from CORPORACIÓN
      YGNUS AIR, S.A. (hereafter
      the “Buyer”) the sum of US $3,150,000 which constitutes full payment due from
      Buyer for the purchase of the Aircraft.

    


    Seller
      therefore, does this _____ day of December, 2005, grant, convey, transfer,
      bargain and sell, deliver and set over all of their rights, title and interest
      in and to the above described Aircraft to Buyer.

    


    Seller
      hereby warrants to aforesaid Buyer, their successors and assigns, that there
      is
      hereby conveyed to said Buyer good and marketable title to the aforesaid
      Aircraft. 

    


    IN
      WITNESS WHEREOF, the undersigned, Seller execute this document in the above
      mentioned date.

    


    Receipt
      of Conformity:           
Signature
      of the Seller:

    Corporación
      Ygnus Air, S.A.                
U.S.
      Bank
      National Association, not in its individual capacity but solely as owner
      trustee

    


    By:____________________           By:_______________________

    Name:          Name:

    Title:            
      Title:

    


    


    I_____________Public
      Notary of the State of ___________________ Certify that ___________________;
      as
      representative of the Seller, can and is authorized to sell the Aircraft
      previously described.

    


    In
      witness whereof, I sign this reason in the City of _____________________ on
      ___________, 2005.

    


    ___________________________

    Signature
      and Stamp of Notary