EXHIBIT 10.15.1

<TABLE>
<S>                                    <C>                                         <C>                         <C>
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   AWARD/CONTRACT                   1. THIS CONTRACT IS A RATED ORDER              RATING                      PAGE   OF        PAGE
                                       UNDER DPAS (15 CFR 350)                                                   1        SeeBlock16
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2. CONTRACT (PROC. INST. IDENT.)NO. 3. EFFECTIVE DATE                    4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
                FA4428-04-D-0013             01/Oct/2004                                SEE SCHEDULE
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5. ISSUED BY                  CODE            FA4428     6. ADMINISTERED BY (IF OTHER THAN ITEM 5)       CODE          FA4428

HQ AMC/A34YAI                                                      HQ AMC/A34YM
402 SCOTT DR., UNIT 3A1                                            402 SCOTT DR., UNIT 3A1
SCOTT AFB, IL         62225-5302                                   SCOTT AFB, IL      62225-5302

JOHN R. CARLSON                       (618) 229-2505
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7. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, CITY, COUNTY, STATE AND ZIP CODE)     8.  DELIVERY

          FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT                               [ ] FOB ORIGIN [X]  OTHER (See below)
          3131 DEMOCRAT ROAD                                                          ----------------------------------------------
          BLDG D                                                                      9.  DISCOUNT FOR PROMPT PAYMENT
          MEMPHIS, TN.                 38118
                                                                                                           NET 15
                                                                                      ----------------------------------------------
                                                                                      10. SUBMIT INVOICES            ITEM
                                                                                      (4 COPIES UNLESS OTHERWISE
--------------------------------------------------------------------------------------SPECIFIED) TO THE ADDRESS         SEE ATCH 3
CODE                            1SB34            FACILITY CODE                        SHOWN IN:
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11. SHIP TO/MARK FOR                       CODE  _____________     12. PAYMENT WILL BE MADE BY            CODE               F25700

                                                                   DFAS-OM/FPB-CRAF
                                                                   P.O. Box 7020
                                                                   BELLEVUE, NE                    680051920
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN                   14. ACCOUNTING AND APPROPRIATION DATA
    COMPETITION:                                                   Will be cited on Delivery Orders

[X] 10 USC 2304(c) ( 3 ) [ ] 41 USC 253(c)(   )
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15A. ITEM NO.           15B. SUPPLIES/SERVICES                      15C. QUANTITY    15D. UNIT    15E. UNIT PRICE      15F. AMOUNT
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                             SEE SCHEDULE

                                                                                                             (ESTIMATED)
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                                                                     15G. TOTAL AMOUNT OF CONTRACT         $ 825,113,604.99
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                                                      16. TABLE OF CONTENTS
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(X) SEC.              DESCRIPTION                         PAGE(S) (X) SEC.                 DESCRIPTION                       PAGE(S)
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                  PART I - THE SCHEDULE                                               PART II - CONTRACT CLAUSES
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[X]  A     SOLICITATION/CONTRACT FORM                      1      [X]   I    CONTRACT CLAUSES                                    7
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[X]  B     SUPPLIES OR SERVICES AND PRICES/COST            6            PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
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[X]  C     DESCRIPTION/SPECS./WORK STATEMENT               1      [X]   J    LIST OF ATTACHMENTS                                 1
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     D     PACKAGING AND MARKING                                                PART IV - REPRESENTATIONS AND INSTRUCTIONS
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[X]  E     INSPECTION AND ACCEPTANCE                       1            K    REPRESENTATIONS, CERTIFICATIONS AND
----------------------------------------------------------------- [X]        OTHER STATEMENTS OF OFFERORS                    BY REF
[X]  F     DELIVERIES OR PERFORMANCE                       2
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[X]  G     CONTRACT ADMINISTRATION DATA                    2            L    INSTRS., CONDS., AND NOTICES TO OFFERORS
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[X]  H     SPECIAL CONTRACT REQUIREMENTS                  14            M    EVALUATION FACTORS FOR AWARD
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                                    CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17. [X] CONTRACTOR'S NEGOTIATED AGREEMENT (CONTRACTOR IS           18. [ ] AWARD (CONTRACTOR IS NOT REQUIRED TO SIGN THIS DOCUMENT.)
REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO ISSUING      Your offer on Solicitation Number ______________________________,
OFFICE.) Contractor agrees to furnish and deliver all items or     including the additions or changes made by you which additions or
perform all the services set forth or otherwise identified above   changes are set forth in full above, is hereby accepted as to the
and on any continuation sheets for the consideration stated        items listed above and on any continuation sheets. This award
herein. The rights and obligations of the parties to this          consummates the contract which consists of the following
contract shall be subject to and governed by the following         documents: (a) the Government's solicitation and your offer, and
documents: (a) this award/contract, (b) the solicitation, if       (b) this award/contract. No further contractual document is
any, and (c) such provisions, representations, certifications,     necessary.
and specifications, as are attached or incorporated by reference
herein. (ATTACHMENTS ARE LISTED HEREIN.)

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19A. NAME AND TITLE OF SIGNER  (TYPE OR PRINT)           20A. NAME OF CONTRACTING OFFICER
                                                         GINA K. LEE
                                                         GINA.LEE@SCOTT.AF.MIL                                        (618) 229-2511
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19B. NAME OF CONTRACTOR    19C. DATE SIGNED              20B. UNITED STATES OF AMERICA                 20C. DATE SIGNED

BY                                                       BY
  __________________________________________                ________________________________________
   (SIGNATURE OF PERSON AUTHORIZED TO SIGN)                     (SIGNATURE OF CONTRACTING OFFICER)
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                                                                                                      STANDARD FORM 26 (REV. 4-85)
NSN 7540-01-152-8069                                26-107                                            Prescribed by GSA
PREVIOUS EDITION UNUSABLE                Form designed using PerForm Pro software.                    FAR (48 CFR) 53.214(a)
</TABLE>

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1. PEACETIME AIRLIFT SERVICES - EXPANSION

                                NARROW BODY    WIDE BODY
                                -----------    ---------
      CAT B CARGO                  43.69%        43.69%

      CAT B PASSENGER              55.21%        55.21%

                                MINUS ALASKA   ALASKA ONLY
                                ------------   -----------
      SCHEDULED SERVICE CARGO      44.14%           0%

                                PASSENGER      CARGO
      SHORT RANGE                 13.61%         0%

2. PRICING

      a. CLIN 0001AA shall be priced as follows:

            (1) CLIN 0001AA. REIMBURSABLES. The following additional charges are
not included in the Uniform Rate which may be recognized under the terms of this
contract: Transportation Tax; Head Tax; Custom Charges as outlined in 19 USC
58c; Immigration Charges as outlined in 8 USC 1356(d); Excess Baggage; Federal
Inspection Station Fee, Eurocontrol, Reimbursables, and Demurrage. Contractor
will be reimbursed for actual Eurocontrol charges included and submitted on the
invoice for payment on cargo missions flying hub and spoke operations within
Europe. Demurrage will be paid on completed cargo missions when departure is
delayed over 3 hours beyond scheduled block time and the delay is Government
controlled (See Section F, paragraph 5). Payment of delays of fractions of an
hour will be calculated using normal rounding procedures, i.e., 29 minutes or
less will be dropped, 30 minutes or more will be rounded to the next whole hour.
Charges are as follows:

              LARGE
              (a) B747-100/200/400/400ER     -     $ 1030 per hour
              (b) MD-11F                     -     $  980 per hour
              (c) MD-11C                     -     $  935 per hour
              (d) DC- 10-30/40               -     $  855 per hour
              (e) DC10-10F                   -     $  800 per hour
              (f) L-1011-50/100              -     $  685 per hour

              MEDIUM
              (a) A-300-600ER                -     $ 1075 per hour
              (b) A-300-400(F)               -     $ 1055 per hour
              (c) DC-8-63/71-73F             -     $  950 per hour
              (d) DC-8-61/62                 -     $  825 per hour
              (e) DC-8-50                    -     $  770 per hour

            (2) FUEL ADJUSTMENTS. The prices are subject to adjustment for
variances in fuel prices as set forth in the AMC Final Uniform Negotiated Rates
and Rules, and Appendix 3, paragraph 17 of Section C, Performance Work Statement
(PWS).

            (3) Other costs not specifically noted above may be allowed as
reimbursable, if determined appropriate and authorized by the Contracting
Officer prior to the contractor incurring the cost.

      b. CLIN 0001AB. MOBREP CONFERENCE. The government will reimburse the
contractor for certain expenses incurred as a result of carrier representatives
attending the MOBREP Conference.

      c. CLIN 0001AC. ACCESSORIAL CHARGE (CAT A ONLY). These costs shall include
dangerous goods surcharge, dangerous goods certification, and courier movement.
Other costs not specifically addressed in this paragraph may be allowed as
reimbursable, if determined appropriate and authorized by the Contracting
Officer prior to the contractor incurring the cost.

B-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      d. CLIN 0002. CONTINGENCY ALERT. CLIN is priced as a NOT-TO-EXCEED amount
which the Contractor shall not exceed without the Contracting Officer's prior
concurrence. The intent of this provision is to fairly compensate for services
performed which will not be compensated through the award of a mission. The
Contractor shall submit complete documentation to support all costs identified
on their invoice for services performed. The Contracting Officer will evaluate
the Contractor's submission for reasonableness, allowability, and allocability
consistent with the Federal Acquisition Regulation and negotiate with the
Contractor as needed. Potential loss of revenue from commercial business is not
an allowable cost. (See Section B, CLIN 0002, Section 4, para 4.28 of Section C,
PWS.)

      e. CLINs 0003-0034. CRAF ACTIVATION, shall be priced as follows:

            (1) Prices for airlift services during CRAF activation, Stage I, II
and III and during AMC Commander-determined periods (where volunteered airlift
is used in lieu of CRAF activated airlift) shall be determined in the same
manner as for the fixed award CLINs, except that one-way cargo and passenger
missions will be priced at the percentage of the round trip rate, identified as
CRAF Contingency rate, in the AMC Negotiated Uniform Rates and Rules. The price
for Aeromedical evacuation airlift shall be determined IAW the AMC Aeromedical
Airlift Uniform Rates and Rules and Appendix 5, paragraph 6.0 of Section C, PWS.

            (2) For long-range international aircraft CALLED UP (See Section C,
PWS, Appendix 5, para 2.5) under CRAF activation Stages I, II or III, there will
be a guaranteed average daily utilization of 8 hours flight time. If an aircraft
fails to achieve the guaranteed utilization, the Contractor will be entitled to
additional compensation due to under utilization.

                  (a) The equation for computing compensation for under
utilization is:

                  (Guaranteed Hours - actual hours) X 500 mph X Aircraft Cabin
Load (ACL) X roundtrip rate (See 3. below) = compensation

                        1. Flight time (actual hours) shall include all revenue
hours including paid ferry and any commercial flights operated during the CRAF
activation.

                        2. Actual hours will be increased by 8 hours for each
time an aircraft is unavailable to the Government for Contractor controllable
reasons, (ie: maintenance or lack of sufficient crew).

                        3. The rate will be based on the round trip rate in the
AMC Negotiated Uniform Rate minus any costs not expected to be incurred (i.e.,
fuel, meals, maintenance).

                        4.The underutilized hours will be converted to miles
using an average speed of 500 mph.

EXAMPLE:

                  (i) Tail number N123 with an ACL of 326 PAX is activated on
the 5th of the month.

                  (ii) The aircraft operated for 100 flight hours for the
remainder of the month including 10 commercial hours.

                  (iii) Guaranteed utilization = 240 hours (30 days x 8 hours)

                  (iv) Actual utilization = 100 hours

                  (v) Underutilized hours = 140 hours

                  (vi) 140 hours x 500 mph = 70,000 miles x 326 ACL = 22,820,000
seat miles x .045 (actual rate to be determined) = $1,026,900 compensation
earned for the month.

                  (b) The procedure for determining under utilization and
compensation will be based on documentation provided by the Contractor.
Contractor may report to AMC at the end of each month, at the end of the
contract period or upon CRAF deactivation, total hours flown for each called up
aircraft (or substituted aircraft), the number of Contractor controllable
delays,

B-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

hours flown in commercial service, and hours flown in AMC service. Compensation
for under utilization will be accomplished at the end of the contract period or
upon CRAF deactivation, whichever comes first. Contractors must provide cost
data to determine the rate 30 days after contract period or CRAF deactivation.

                  (c) Additionally, should the long-range international aircraft
called up, as defined in Appendix 5, para 2.5, not be required for the 30-day
minimum guaranteed utilization period or not be required for all or a portion of
the 15 days between notification and official release from call up, they will be
compensated for under utilization at an amount not to exceed that calculated as
provided in paragraph (2)(a) above. Carriers are obligated to make their best
efforts to obtain commercial business to minimize Government costs.

            (3) Prices for airlift called up under all CRAF activation Stages
may be adjusted by negotiation between the Contractor and the Government
pursuant to the procedures in the CHANGES clause. The Memorandum of
Understanding (MOU) between the Contractor and AMC shall serve as the guideline
for establishing prices and adjustments thereto. In establishing such prices, it
shall be presumed, unless the Contractor presents evidence establishing that an
adjustment to the rate of compensation is appropriate, that prices computed in
accordance with the AMC Negotiated Uniform Rate applied to the mileage set forth
in Commercial Operations Integrated System (COINS) for the shortest route over
which the type of aircraft involved operated, constitutes equitable prices for
such services. For the purpose of circumnavigating countries which will not
grant overflight clearances, peacetime and wartime missions which operate the
segments listed in paragraph 2f(2) below, will be paid according to the special
miles listed therein instead of the mileage calculated by COINS. Consideration
will be given, but not limited to evidence so presented by the Contractor for
aircraft called up which reflect reasonable incurred cost outside the peacetime
rate associated with call-up aircraft under CRAF activation. Examples of such
costs are:

                  1. Additional per diem expenses incurred to relocate personnel
required to assist in the flow of CRAF activated aircraft.

                  2. Additional security expenses for the safety of aircraft and
crew.

            (4) Vectoring. If conditions require vectoring during CRAF
activation or periods where volunteered airlift is used in lieu of CRAF
activated airlift, the Contracting Officer will issue a change order in
accordance with the CHANGES clause. Vectoring is a change from the contracted
route due to specific military conditions in the mission operating environment
which requires a deviation from the contracted route. The change order will
provide the area, times, etc., for which vectoring will be recognized as a
changed condition. A change order authorizes submission of requests for price
adjustments. To expedite adjustments, periodic submissions are encouraged. The
Contractor should document and support the baseline from which adjustment is
requested in addition to substantiation of the amount of the equitable
adjustment in any request submitted to the Contracting Officer.

      f. CLINs for the fixed and expansion requirements shall be priced as
follows:

            (1) Airlift services shall be paid at the price established for each
SUBCLIN. Such price shall be determined in accordance with AMC Uniform
Negotiated Rates and Rules incorporated by reference for International Long -
and Short-Range Commercial Augmentation (see Section B, paragraphs 2f(2), 2f(3),
2f(4), and 2f(5) for exceptions). AMC will continue to conduct an annual rate
review in accordance with the MOU between the Contractors and AMC. Mileages will
be determined in accordance with the COINS. Those missions that cannot be flown
at the mileages calculated in COINS, will be paid override mileage. Override
mileage will be determined based on actual flight plans and mutually agreed to
by the Contractor and Contracting Officer. The Contracting Officer may also
pre-approve extraordinary insurance costs applicable to a pending mission when
in the best interest of the Government.

            (2) Special Miles:

For the purpose of circumnavigating countries which will not grant overflight
clearances, peacetime and wartime missions which operate the following segments
will be paid according to the special miles listed below instead of the mileage
calculated by COINS.

On missions into and out of Guantanamo Bay, Cuba (MUGM), 198 miles will be added
for circumnavigation of Cuba.

The following special miles will be paid to circumnavigate Cuba or Nicaragua. As
required by this contract, additional locations may be added.

B-3

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

KCHS-MHSC               1483     MPTO-MHSC     795
KCHS-MHTG               1486     MPTO-MHTG     806
KCHS-MPTO (via MMCZ)    1888     MPTO-MSSS     739
KCHS-MSSS               1487     KNGU-MKJP    1580

            (3) CAT A cargo transportation services.

                  (a) FULL PALLET CAT A CARGO shall be paid at the prices
negotiated on each CLIN for the number of pounds moved based on the following:

                        1. The minimum weight of 3750 pounds on each pallet for
narrowbody aircraft and 4980 pounds on each pallet for widebody aircraft times
the number of pallets in the consignment is the guaranteed minimum charge for
any consignment.

                        2. If the total actual weight of cargo on all pallets in
the consignment exceeds the guaranteed minimum charge, payment for actual weight
shall be made. A consignment consists of pallets moving as one shipment, on the
same date and assigned a Government Bill of Lading (GBL) Number or listed on a
DD Form 250 as one shipment.

                  (b) LESS-THAN-FULL PALLET CAT A CARGO shall be paid at the
prices negotiated on each CLIN for the number of pounds moved at the respective
weight break price.

            (4) When requirements for Special Assignment Airlift Missions
(SAAMs) or Exercises exceed the Maximum Standard Payloads as set forth in
Appendix A of the Rates and Rules, the Government shall negotiate an ACL taking
into consideration the Gross Take Off Weight (as certified by the carrier),
desired ACL and mission requirements. The Contracting Officer may elect to use
the appropriate rate from the Uniform Rates and Rules. Ferry on SAAMs or
Exercises will be paid at the standard ACL or where allowable cabin loads for
various aircraft types are less, the Government shall pay ferry for the lower
number of seats.

            (5) When the Government requires airlift services for Outsized Cargo
(reference PWS, paragraph 1.3.16.), the rates in the AMC Negotiated Uniform
Rates and Rules will not apply. Award will be based on the total trip price
proposed for each mission. Each trip price proposed shall include all costs
(i.e., ferry points, fuel). As such, miles flown in performance of outsized
cargo missions are not subject to fuel adjustment procedures (see Section B,
paragraph 2a(2)).

      g. CLIN 0085. AEROMEDICAL EVACUATION TESTING AND TRAINING. The government
will negotiate price and services prior to performance in accordance with the
Section C, PWS, Section 4, paragraph 4.26.

      h. The Government shall also have the right, at its sole option, to order
other airlift service under the contract in accordance with and at the rate
specified by the Contractor for service to the public which will, in the
judgment of the Contracting Officer, meet the Government needs. In addition, the
Government may, for airlift service not covered by the AMC Uniform Rates and
Rules, establish rates by negotiation.

3. MINIMUM GUARANTEE

      a. The total minimum guarantee to be awarded under this contract will be
those dollars negotiated and awarded for each contract as the fixed award
(excluding CAT A). This minimum can be satisfied by a combination of fixed and
expansion award when circumstances so dictate.

      b. For those contracts awarded for expansion only, the minimum guarantee
will be to attend the MOBREP Conference. This minimum will be satisfied as
reimbursement costs for up to two representatives to attend the annual meeting
sponsored by the CRAF office, HQ AMC/A34BC.

B-4

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                                      FA4428-04-D-0013                       B-5
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NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
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<TABLE>
<CAPTION>
ITEM NO.                          SUPPLIES/SERVICES                     QUANTITY   UNIT     UNIT PRICE        AMOUNT
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<S>           <C>                                                      <C>         <C>   <C>              <C>
  0001        REIMBURSABLES

              The following SUBCLIN identifies additional charges
              not included in the Uniform Rate which may be
              recognized and reimbursed at cost if incurred in the
              performance of this contract.
                                                                           NTE                                        NTE
  0001AA      REIMBURSABLES                                            15,750,000   DO   $          1.00  $ 15,750,000.00
              Purchase Request - F7CRAF40490300

              Applicable US Taxes, Customs, Immigration, Federal
              inspection Station fees, Excess Baggage (Section B,
              para 2a(1)); Demurrage (See Section B, para 2a(1));
              and Eurocontrol (See para 2a(1)). Extraordinary
              Insurance Costs (must be approved by Contracting
              Officer, see Section B, para 2f(l)). Fuel Adjustment
              (Section B, para 2a(2)). Other costs not listed above
              as reimbursables which the Contracting Officer may
              determine appropriate and authorize on a case-by-case
              basis prior to Contractor incurring the costs. (For
              example, Government-directed Contractor care of
              passengers to include billeting and transportation during
              noncontrollable delays).

                                                                           NTE                                        NTE
  0001AB      MOBREP                                                     11,320     DO   $          1.00  $     11,320.00
              Purchase Request - F7CRAF40490300

              Attendance of two Contractor representatives at annual
              Mobilization Representative (MOBREP) conference. (See
              Section B, para 2b.)
                                                                           TBD                                        TBD
  0001AC      CAT A ACCESSORIAL CHARGES

              These costs shall include dangerous goods surcharge,
              dangerous goods certification, and courier movement.
              The rate for courier movement shall be equivalent to
              the purchase of a coach class commercial ticket on a
              passenger mission. No reimbursement for courier
              movement on cargo missions. Other costs not
              specifically addressed in this paragraph may be
              allowed as reimbursable, if determined appropriate and
              authorized by the Contracting Officer prior to the
              contractor incurring the cost.

                                                                           TBD                                        TBD
  0002        CONTINGENCY ALERT

              The Government may implement Contingency Alert prior
              to activation of the Civil Reserve Air Fleet (CRAF).
              Defined in PWS, para 4.28.
                                                                           TBD                                        TBD
  0003        CRAF ACTIVATION (CLINs 0003-0034)

              The Government may unilaterally increase the airlift
              and related support services to be performed hereunder
              up to and including the full capacity of all aircraft
              listed in PWS, Appendix 3A, as described in PWS,
              Appendix 5.

                                                                           TBD                                        TBD
  0035        PEACETIME AIRLIFT SERVICE--LONG-TERM EXPANSION

                                                                        Estimated                               Estimated
  0036        PEACETIME AIRLIFT SERVICE--EXPANSION                          1       LO   $686,000,000.00  $686,000,000.00
              (CLINs 0036-0065)

              The Government may from time to time during the period
              of performance of this contract, subject to the
              Contractor's acceptance, order expansion airlift
              services as described in section H, paragraph 19.
              These services shall be paid in accordance with
              Section B, paragraph 2.
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</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

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                                      FA4428-04-D-0013                       B-6
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NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
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<TABLE>
<CAPTION>
ITEM NO.                          SUPPLIES/SERVICES                                QUANTITY   UNIT     UNIT PRICE        AMOUNT
-------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                  <C>        <C>      <C>               <C>
              PEACETIME AIRLIFT SERVICE--FIXED REQUIREMENTS--CAT A
                 CARGO
  0066        PEACETIME AIRLIFT SERVICE--FIXED REQUIREMENTS--CAT A

              0066AA CAT A - FULL PALLET - GERMANY                 $4,022,440.16

              0066AH CAT A - LESS THAN FULL PALLET - KOREA         $1,170,000.00

              0066AJ CAT A - LESS THAN FULL PALLET                 $  924,000.00
                             HONOLULU, HI TO KOREA
                             (MEDICAL PRIME VENDOR)

              0066AK CAT A - LESS THAN FULL PALLET                 $  817,000.00
                             ONTARIO, CA TO KOREA
                             (MEDICAL PRIME VENDOR)

              0066AL CAT A - LESS THAN FULL PALLET - JAPAN         $1,596,000.00
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

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                                      FA4428-04-D-0013                      B-6a
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NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
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<TABLE>
<CAPTION>
ITEM NO.                          SUPPLIES/SERVICES                     QUANTITY   UNIT     UNIT PRICE        AMOUNT
-------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                      <C>         <C>   <C>              <C>
                                                                       Estimated                                Estimated
  0066AA      CAT A - FULL PALLET - GERMANY                            2,755,096    LB   $          1.46  $  4,022,440.16

              ROUTE: DDSP (New Cumberland Facility) - Germany

              ALTERNATE ROUTE: DDSP-Mechanicsburg Facility

              SCHEDULE: Monday through Saturday

              OCT 229,591       APR 229,591
              NOV 229,591       MAY 229,591
              DEC 229,591       JUN 229,591
              JAN 229,591       JUL 229,591
              FEB 229,591       AUG 229,591
              MAR 229,591       SEP 229,595

              TOTAL # OF PALLETS ESTIMATED: 2,168

              TOTAL ESTIMATED POUNDS: 3,400,000

              MILEAGE 4136 - based on KMDT-EDOI, longest probable
              route

              DESTINATIONS:

              KMDT-EDOI (Vilseck)     - 4136 miles  $1.46 per pound
              KMDT-EDEK (Baumholder)  - 3957 miles  $1.46 per pound
              KMDT-ETIN (Kilngen)     - 4071 miles  $1.46 per pound
              KMDT-EDED
                   (Kaiserslautern)   - 3984 miles  $1.46 per pound
              KMDT-EDFM (Mannheim)    - 4011 miles  $1.46 per pound
              KMDT-EDEX (Fulda)       - 4024 miles  $1.46 per pound
              KMDT-ETEU (Giebelstadt) - 4064 miles  $1.46 per pound
              KMDT-EDTK (Karlaruhe)   - 4019 miles  $1.46 per pound
              KMDT-EDOA (Schweinfurt) - 4060 miles  $1.46 per pound
              KMDT-ETOU (Darmstadt)   - 3987 miles  $1.46 per pound
              No location indicator available for Darmstadt, used
              indicator for Weisbaden.
              KMDT-EDIK (Illesheim)   - 4087 miles  $1.46 per pound
              KMDT-ETID
                   (Langendiebach)    - 4088 miles  $1.46 per pound
              No location indicator available for Langendiebach,
              used indicator for Hanau.
              KMDT-EDEF (Babenhausen) - 4015 miles  $1.46 per pound
              KMDT-ETID (Hanau)       - 4008 miles  $1.46 per pound
              KMDT-ETOU (Wiesbaden)   - 3987 miles  $1.46 per pound
              KMDT-EDEH (Bad
                   Krueznach)         - 3975 miles  $1.46 per pound
              KMDT-EDDT (Berlin)      - 4102 miles  $1.46 per pound
              KMDT-EDEB (Ansbach,
                   Katterbach)        - 4102 miles  $1.46 per pound
              KMDT-ETAA (Pirmasens)   - 3996 miles  $1.46 per pound
              KMDT-ETID (Erlensee)    - 4008 miles  $1.46 per pound
              No location indicator available for Erlensee, used
              indicator for Hanau
              KMDT-ETID (Wachernheim) - 4008 miles  $1.46 per pound
              No location indicator available for Wachernheim, used
              indicator for Hanau.
              KMDT-EDIP (Miesau)      - 3974 miles  $1.46 per pound
              No location indicator for Miesau, used indicator for
              Landatuhl.
              KMDT-EDEW (Fuerth)      - 4109 miles  $1.46 per pound
              KMDT-ETEJ (Bamberg)     - 4093 miles  $1.46 per pound
              KMDT-ETID (Friedberg)   - 4008 miles  $1.46 per pound
              No location indicator for Friedberg, used indicator
              for Hanau.
              KMDT-EDTK (Germersheim) - 4019 miles  $1.46 per pound
              No location indicator for Germersheim, used indicator
              for Karlsruhe

              MINIMUM PALLET WEIGHTS: WIDEBODY    4,980 LBS
                                      NARROWBODY  3,750 LBS
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

--------------------------------------------------------------------------------
                       REFERENCE NO. OF DOCUMENT BEING CONTINUED      PAGES
   CONTINUATION SHEET
                                      FA4428-04-D-0013                      B-6b
--------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ITEM NO.                          SUPPLIES/SERVICES                     QUANTITY   UNIT     UNIT PRICE         AMOUNT
-------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                      <C>         <C>   <C>               <C>
                                                                       Estimated                                Estimated
  0066AH      CAT A - LESS THAN FULL PALLET - KOREA                     520,000     LB   $          2.25   $ 1,170,000.00

              DESTINATION: South Korea

              SCHEDULE: Monday through Friday

              OCT  43,333     APR  43,333
              NOV  43,333     MAY  43,333
              DEC  43,333     JUN  43,333
              JAN  43,333     JUL  43,333
              FEB  43,333     AUG  43,333
              MAR  43,333     SEP  43,337

              PICKUP POINTS:

              Defense Depot San Joaquin    Defense Depot San Joaquin
              Sharps Facility              Marine Corps Logistics Base
              Lathrop, CA 95331-5000       Barstow, CA 92311-5087

              Defense Depot Oakland        Defense Depot San Diego
              Naval Air Station            Naval Station Facility
              Alameda, CA 94501-5000       San Diego, CA 92136-5294

              Defense Depot San Diego      Defense Depot McClellan
              North Island Facility        McClellan AFB, CA
              San Diego, CA 92135-0000     95625-1621

              Defense Depot San Joaquin    Defense Depot Puget Sound
              Trcy Facility                Naval Supply Center
              Tracy, CA 95376-0111         Bremerton, WA 98314-5130

              Defense Depot Red River      Defense Depot San Antonio
              Texarkana, TX 75507-5000     Kelly AFB, TX 78241-5000

              Defense Depot Oklahoma City  Defense Depot Corpus Christi
              Tinker AFB, OK 73145-9013    Naval Air Station
                                           Corpus Christi, TX
                                           78419-5255

              Defense Depot Ogden          Defense Depot Ogden
              Tooele Facility              Hill Facility
              Tooele, UT 84074-5003        Hill AFB, UT 84056-5999

              Defense Depot Ogden
              500 W. 12th Street
              Ogden, UT 84407-5000

                    QUANTITY        ESTIMATED %
                     BREAKS        OF SHIPMENTS       PER LB

                 Minimum Charge                      $115.00

                 0-100                  10%          $  2.25

                 101-200                10%          $  2.25

                 201-500                20%          $  2.15

                 501-1100               20%          $  2.15

                 1101-2200              30%          $  2.00

                 2201+                  10%          $  1.95

              NOTE: This SUBCLIN is subject to dimensional pricing
              as defined in the Uniform Rates and Rules for
              International Service.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

--------------------------------------------------------------------------------
                       REFERENCE NO. OF DOCUMENT BEING CONTINUED      PAGES
   CONTINUATION SHEET
                                      FA4428-04-D-0013                      B-6c
--------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ITEM NO.                          SUPPLIES/SERVICES                     QUANTITY   UNIT     UNIT PRICE         AMOUNT
-------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                      <C>         <C>   <C>               <C>
                                                                       Estimated                                Estimated
  0066AJ      CAT A - LESS THAN FULL PALLET (MEDICAL PRIME VENDOR) -    420,000     LB   $          2.20   $   924,000.00
                 KOREA

              ROUTE: BERGEN BRUNSWIG DRUG COMPANY
                     238 SAND ISLAND ACCESS ROAD
                     HONOLULU HI 96819

              SCHEDULE: Monday through Friday

              OCT  35,000     APR  35,000
              NOV  35,000     MAY  35,000
              DEC  35,000     JUN  35,000
              JAN  35,000     JUL  35,000
              FEB  35,000     AUG  35,000
              MAR  35,000     SEP  35,000

              DESTINATIONS:

              DODAAC:   CITY:               ADDRESS:

              FM5284    KUNSAN AB, KOREA    8 MG SGHL, BLDG 421, UNIT
                                            202

              FM5288    KIMHAE AB, KOREA    51 USAF HOSP - SGAN

              FM5294    SONG TAN CITY ROK   51 MG SGAL UNIT 2060, BLDG
                                            777

              WT4J8S    WAEGWAN, KOREA      SR 16TH MED EN CI VIII

              W80MAX    SEOUL, KOREA        XR 121ST EVAC HOSP CO MAT
                                            BR

                    QUANTITY
                     BREAKS                          PER LB

                 Minimum Charge                      $115.00

                 0-100                               $  2.20

                 101-200                             $  2.15

                 201-500                             $  2.15

                 501-1100                            $  2.10

                 1101-2200                           $  1.99

                 2201+                               $  1.94

              NOTE: This SUBCLIN is subject to dimensional pricing
              as defined in the Uniform Rates and Rules for
              International Service.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

--------------------------------------------------------------------------------
                      REFERENCE NO. OF DOCUMENT BEING CONTINUED    PAGES
CONTINUATION SHEET
                                  FA4428-04-D-0013                          B-6d

--------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ITEM NO.                        SUPPLIES/SERVICES                       QUANTITY   UNIT  UNIT PRICE      AMOUNT
------------------------------------------------------------------------------------------------------------------
<S>       <C>                                                           <C>        <C>   <C>           <C>
                                                                        Estimated                        Estimated
0066AK    CAT A - LESS THAN FULL PALLET (MEDICAL PRIME VENDOR) - KOREA   380,000    LB      $2.15      $817,000.00

          ROUTE: ALLEGIANCE
                 4551 E. PHILADELPHIA STREET
                 ONTARIO CA 91761

          SCHEDULE: Monday through Friday

          OCT    31,666    APR   31,666
          NOV    31,667    MAY   31,667
          DEC    31,667    JUN   31,667
          JAN    31,666    JUL   31,666
          FEB    31,667    AUG   31,667
          MAR    31,667    SEP   31,667

          ESTIMATED NUMBER OF PALLETS: 32

          DESTINATIONS:

          DODAAC: CITY:               ADDRESS:

          FM5284  KUNSAN AB, KOREA    8 MG SGHL, BLDG 421 UNIT 2022

          FM5288  KIMHAB AB, KOREA    51 USAF HOSP/SGAN

          FM5294  SONG TAN CITY ROK   51 MG SGAL, BLDG 777 UNIT 2060

          WT4J8S  WAEGWAN, KOREA      SR 16TH MED BN CL VIII

                    QUANTITY
                     BREAKS           PER LB

                 Minimum Charge       $115.00

                 0-100                $  2.15

                 101-200              $  2.15

                 201-500              $  2.10

                 501-1100             $  2.04

                 1101-2200            $  1.99

                 2201+                $  1.93

          NOTE: This SUBCLIN is subject to dimensional pricing as
          defined in the Uniform Rates and Rules for International
          Service.

          PRICE:

          ______ Lbs x $_____________ per pound = NOT TO EXCEED
          (NTE) $ ______________Total SUBCLIN Cost
------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

--------------------------------------------------------------------------------
                      REFERENCE NO. OF DOCUMENT BEING CONTINUED    PAGES
CONTINUATION SHEET
                                  FA4428-04-D-0013                          B-6e
--------------------------------------------------------------------------------
NAME OF OFFEROR OR CONTRACTOR
FEDERAL EXPRESS CHARTER PROGRAMS TEAM ARRANGEMENT               Cage Code: 1SB34
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ITEM NO.                        SUPPLIES/SERVICES                       QUANTITY   UNIT  UNIT PRICE      AMOUNT
------------------------------------------------------------------------------------------------------------------
<S>       <C>                                                           <C>        <C>   <C>         <C>
                                                                        Estimated                        Estimated
0066AL    CAT A - LESS THAN FULL PALLET - JAPAN                          760,000   LB      $2.10     $1,596,000.00

          ROUTE: Japan

          SCHEDULE: Monday through Friday

          OCT    63,333    APR   63,333
          NOV    63,333    MAY   63,333
          DEC    63,333    JUN   63,333
          JAN    63,333    JUL   63,333
          FEB    63,333    AUG   63,333
          MAR    63,333    SEP   63,337

          PICKUP POINTS:

          Defense Depot San Joaquin      Defense Depot San Joaquin
          Sharpe Facility                Marine Corps Logistics Base
          Lathrop, CA 95331-5000         Barstow, CA 92311-5087

          Defense Depot Oakland          Defense Depot San Diego
          Naval Air Station              Naval Station Facility
          Alameda, CA 94501-5000         San Diego, CA 92136-5294

          Defense Depot San Diego        Defense Depot McClellan
          North Island Facility          McClellan AFB, CA
          San Diego, CA 92135-0000       95625-1621

          Defense Depot San Joaquin      Defense Depot Puget Sound
          Tracy Facility                 Naval Supply Center
          Tracy, CA 95376-0111           Bremerton, WA 98314-5130

          Defense Depot Red River        Defense Depot San Antonio
          Texarkana, TX 75507-5000       Kelly AFB, TX 78241-5000

          Defense Depot Oklahoma city    Defense Depot Corpus
          Christi
          Tinker AFB, OK 73145-9013      Naval Air Station
                                         Corpus Christi, TX
                                         78419-5255

          Defense Depot Ogden            Defense Depot Ogden
          Tooele Facility                Hill Facility
          Tooele, UT 84074-5003          Hill AFB, UT 84056-5999

          Defense Depot Ogden
          500 W. 12th Street
          Ogden, UT 84407-5000

                            ESTIMATED %
             QUANTITY           OF
              BREAKS         SHIPMENTS      PER LB

          Minimum Charge                   $115.00

          0-100                  0%        $  2.10

          101-200                0%        $  2.10

          201-500                0%        $  2.10

          501-1100               0%        $  2.10

          1101-2200             27%        $  2.05

          2201+                 73%        $  1.96

          The pickup points will provide cargo shiments loose or on
          wooden pallets (40 x 48 inches). Wooden pallets will
          represent single customers. Pallets will be wrapped in
          plastic for ease of handling.

          NOTE: This SUBCLIN is subject to dimensional pricing as
          defined in the Uniform Rates and Rules for International
          Service.
------------------------------------------------------------------------------------------------------------------
</TABLE>

NSN 7540-01-152-8067                                    OPTIONAL FORM 336 (4-86)
                                            Sponsored by GSA FAR (48 CFR) 53.110

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART I - THE SCHEDULE

SECTION C - DESCRIPTION/SPECS/WORK STATEMENT

The Contractor shall perform International Airlift Services and CRAF Activation
(when necessary) in accordance with the attached PWS dated 29 Mar 04.

C-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART I- THE SCHEDULE

SECTION E - INSPECTION AND ACCEPTANCE

1. THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE:

<TABLE>
<CAPTION>
<S>           <C>                                       <C>
FAR
NUMBER        CLAUSE TITLE                              DATE

52.246-4      INSPECTION OF SERVICES--FIXED PRICE       AUG 1996

DEFENSE
FAR SUP       CLAUSE TITLE                              DATE

252.246-7000  MATERIAL INSPECTION AND RECEIVING REPORT  MAR 2003
</TABLE>

2. INSPECTION AND ACCEPTANCE OF SERVICES

      a. An authorized Government representative will accomplish government
inspection and acceptance of services under this contract at the aerial port of
debarkation (APOD). The Government Bill of Lading (GBL), AMC Form 8 Civil
Aircraft Certificate, or DD Form 250, Materials Inspection and Receiving Report,
is the document used for certifying transportation services rendered by the
Contractor pursuant to the terms of this contract.

      b. HQ AMC reserves the right to inspect, conduct onsite capability
surveys, perform ramp inspections, conduct flight-deck observation flights, and
initiate performance evaluations of the Contractor during all phases of this
contract.

      c. An AMC Form 8, which verifies services provided, shall be accomplished
for each passenger mission to be performed under this contract. This document
will be used as certifying the transportation services rendered by the
Contractor pursuant to the terms of this contract.

      d. MEDICAL PRIME VENDOR and ALOC CAT A Full- and Less-Than-Full-Pallet
Movement: Powertrack will be used for all inspection and acceptance
documentation.

E-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART I - THE SCHEDULE

SECTION F - DELIVERIES OR PERFORMANCE

1. PERIOD OF PERFORMANCE

      a. Performance of this contract shall begin 01 October 2004, or the date
of award, whichever occurs later. It shall continue through 30 September 2005
unless sooner terminated or extended by the Government under the provisions of
this contract. All flights in progress at midnight of the last day of the
contract shall not be affected by the expiration of this contract.

      b. If, during the period of this contract, including any extension
pursuant to this paragraph, the Government gives notice to the Contractor of the
declaration of an airlift emergency or national emergency, or of the activation
of CRAF, as described in Appendix 5, the parties agree that the giving of such
notice will extend this contract for the purpose of permitting the Government to
order additional airlift services throughout the period of the emergency, and
extend the Contractor's commitment to the CRAF program for the entire period of
CRAF activation, and for up to six months thereafter.

2. SCHEDULES

      a. For the purposes of this paragraph "Schedules" shall mean the detailed
arrangements regarding the days and time of day of the flight operations
required to perform the air transportation services called for under this
contract. To the extent such schedules are not specified in this contract, they
shall be established by agreement between the Contractor and the ACO or the
Contracting Officer's representative (COR) in accordance with the provisions of
this paragraph. Scheduling for missions will be done by TACC.

      b. Schedule Formation and Coordination.

            (1) FIXED AWARD CARGO TRIPS.

            AMC will provide proposed schedules for Contractor coordination at
the conclusion of negotiations (approximately 30 calendar days prior to the
month of operation). Contractor shall provide the following in writing to
appropriate planner/planning directorate in TACC within three (3) working days
after verbal or other notification of the proposed AMC schedule;

                  (a) confirmation of proposed schedule; or

                  (b) a proposed alternative schedule.

            (2) FIXED AWARD PASSENGER TRIPS.

            AMC will provide proposed schedules for Contractor coordination at
the conclusion of negotiations (approximately 90 calendar days prior to the
month of operation.) Contractor shall provide the following in writing to
appropriate planner/planning directorate in TACC within three (3) working days
after verbal or other notification of the proposed AMC schedule;

                  (a) confirmation of proposed schedule; or

                  (b) a proposed alternative schedule.

            (3) EXPANSION REQUIREMENTS.

            All trips ordered under peacetime expansion provisions will be
scheduled no later than 72 hours after notice of order; require confirmation
within 24 hours, and will be ordered in accordance with Section H, paragraph 19.

            (4) LONG TERM EXPANSION REQUIREMENTS.

            When the actual routes are known for the long term expansion
requirements (approximately 90 days prior

F-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

to the first mission), HQ AMC/A34YAB will advise the carrier of the actual route
and request the carrier pass the schedule to the appropriate planner in TACC.

      c. Schedules may be revised upon request of either the Government or the
Contractor, provided the requester provides a minimum of 12 hours prior to the
scheduled departure of the trip involved and the requested change is mutually
agreed upon.

3. SCHEDULES-MEDICAL PRIME VENDOR AND ALOC SCHEDULED SERVICE CARGO

The transportation officer at Defense Depot-DDSP-TT located at New Cumberland,
Pennsylvania and the transportation officer at Defense Depot-DDSJ-TT, San
Joaquin, California will notify the Contractor of scheduled service, CAT "A"
cargo for medical supplies (MEDICAL PRIME VENDOR) and Air Line of Communications
(ALOC) requirements via telephone or otherwise.

4. DIVERSIONS AND REROUTES

      a. DIVERSIONS: The Government and the Contractor have the right to divert
any trip due to the threat of, or actual hostilities, weather, medical emergency
or natural disaster. The Contractor shall be paid the AMC rate for Government
directed diversions.

      b. REROUTE: The Contractor grants the Government the right to reroute
trips, subject to mutual agreement of the parties. Contractor shall be paid at
the AMC rate for the reroute trip using Great Circle Statute Miles (GCSM) from
airport to airport, for mileage computation.

5. GOVERNMENT CONTROLLABLE DELAYS - CARGO (DEMURRAGE)

Compensation will accrue to the Contractor for departure delays of more than 3
hours beyond the scheduled block time on completed cargo missions when delay is
Government controllable. Demurrage charges are limited to delays in loading or
unloading but exclude delays due to damage resulting from the negligence of
Government personnel. The compensation will be as set forth in Section B,
paragraph 2(a)(l). Delays due to Act of God, Air Traffic Control (ATC) or
Contractor controllable reasons will not be compensated. Demurrage applies to
peacetime business only. Demurrage is calculated by subtracting the 3 hours from
the total number of hours (rounded to the nearest hour) the aircraft is delayed.
These hours are then multiplied by the price set forth in Section B, paragraph
2(a)(l) based on aircraft type. Following is an example of how demurrage will be
calculated:

      B-747 cargo aircraft is scheduled to depart at 0700. Departure is delayed
      due to a broken K-loader until 1140 (4 hours 40 minutes Government
      controlled delay). Contractor is entitled to demurrage payment of $2060.
      (1 hour 40 minutes rounded to the next whole hour multiplied by $1030 per
      hour, as outlined in Section B, paragraph 2(a)(1).)

F-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART I- THE SCHEDULE

SECTION G - CONTRACT ADMINISTRATION DATA

1. ELECTRONIC FUNDS TRANSFER (EFT)

Payment to the Contractor by the Government shall be accomplished by the
electronic transfer of funds directly into a designated bank account (see
Section I, FAR 52.232-33).

2. 252.232.7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (JAN 2004) - DFARS

(a) DEFINITIONS. As used in this clause-

      (1) "Contract financing payment" and "invoice payment" have the meanings
given in section 32.001 of the Federal Acquisition Regulation.

      (2) "Electronic form" means any automated system that transmits
information electronically from the initiating system to all affected systems.
Facsimile, e-mail, and scanned documents are not acceptable electronic forms for
submission of payment requests. However, scanned documents are acceptable when
they are part of a submission of a payment request made using one of the
electronic forms provided for in paragraph (b) of this clause.

      (3) "Payment request" means any request for contract financing payment or
invoice payment submitted by the Contractor under this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall
submit payment requests using one of the following electronic forms:

      (1) Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA). Information
regarding WAWF-RA is available on the Internet at https://wawf.eb.mil.

      (2) Web Invoicing System (WInS). Information regarding WInS is available
on the Internet at https://ecweb.dfas.mil.

      (3) American National Standards Institute (ANSI) X.12 electronic data
interchange (EDI) formats.

            (i) Information regarding EDI formats is available on the Internet
      at http://www.x1 2.org.

            (ii) EDI implementation guides are available on the Internet at
      http://www.dfas.mil/ecedi.

      (4) Another electronic form authorized by the Contracting Officer.

(c) If the Contractor is unable to submit a payment request in electronic form,
or DoD is unable to receive a payment request in electronic form, the Contractor
shall submit the payment request using a method mutually agreed to by the
Contractor, the Contracting Officer, the contract administration office, and the
payment office.

(d) In addition to the requirements of this clause, the Contractor shall meet
the requirements of the appropriate payment clauses in this contract when
submitting payment requests.

3. PAYMENT OF LANDING AND PARKING FEES

      a. The Contractor shall pay all required airport service fees and charges.
Such fees and charges are not reimbursable since they are included as part of
the AMC uniform negotiated rate. See subparagraph b, below, for special
additional requirements for Rhein-Main AB, Germany.

      b. In accordance with the US-FRG Offset Agreement of 25 April 1974, the
Federal Republic of Germany shall reimburse the U.S. Forces the landing and
parking fees incurred by AMC charter aircraft at Rhein-Main AB, Germany. To
confirm payment of landing and parking fees at Rhein-Main AB, Germany, the
following procedures have been agreed to between HQ USAFE, Ministry of Finance,
Office of Defense Costs, Federal Republic of Germany (FRG), Federal Ministry of
Finance, Bonn, and the 469th Air Base Squadron (469 ABS), formerly known as the
435th Military Airlift Wing (435 MAW), Rhein-Main AB, Germany:

      (1) Contractors operating missions into Frankfurt/Rhein-Main AB GE, shall
forward copies 2 and 3 of their invoices (which reflect airport service fees and
charges paid) to 721 AMOG/DOY, Unit 3305, APO AE 09094-3305 OR Local Address,

G-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

721 AMOG/DOY, Unit 3305, Ramstein Flugplatz, 66877 Ramstein Miesenbach, within
10 calendar days after payment is made. The paid invoices shall be certified and
show the applicable AMC mission number.

      (2) If the Contractor is unable to furnish both a second and third invoice
copy, the third copy and a reproduced second copy will be satisfactory.

      (3) Invoices shall be accompanied by a cover sheet identifying the AMC
flights by mission number.

4. CONTRACTOR POINT OF CONTACT

The Contractor shall furnish to the ACO at HQ AMC/A34Y:

      a. The name of a primary and alternate point of contact who will serve as
a liaison between the Contractor and the ACO. Individuals designated must have
authority to adjust schedules, engage substitute service, and make decisions
pertinent to the airlift service in the name of the Contractor.

      b. The name of a point of contact to serve as liaison between the
Contractor and the Contract Administrator (CA) responsible for each station
transited in accordance with paragraphs 1.1.1 and 1.3.9. of Section C, PWS.

5. PAYMENT REQUESTS FOR CONTRACT SERVICES

      a. GENERAL. Reference contract Section G, paragraph 2(b) above. USAF has
prescribed the use of Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA) for
all payments made for services. Therefore, in accordance with DFARS 252.232-7003
Electronic Submission of Payment Requests (page I-3) and the Routing Sheet,
Attachment 5, the contractor shall submit payment requests via WAWF-RA ONLY.
Information regarding WAWF-RA is available on the Internet at
https://wawf.eb.mil.

      b. Initiate a separate payment request for each completed payment
requested. Do not combine payment requests.

G-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART I - THE SCHEDULE

SECTION H - SPECIAL CONTRACT REQUIREMENTS

1. PASSENGER AND PUBLIC LIABILITY INSURANCE

      a. GENERAL. Prior to performance of any services hereunder, the contractor
shall, at its own expense, procure and maintain during the entire performance
period of this contract, with financially and legally responsible insurance
company or companies, passenger and public liability insurance in accordance
with paragraph b or c, below. Liability insurance purchased pursuant to the
requirements of this paragraph shall cover payment to the Government, pursuant
to the subrogation provision of the Medical Care Recovery Act (42 USC 2651-3)
and within the liability limitations of this contract, of the cost of Government
provided medical care to the extent that said insurance would cover payment to
injured individuals of the cost of medical care in the absence of any Government
obligation to provide medical care. The contractor shall furnish to the
Contracting Officer Evidence of Insurance, duly executed by the Insurer, of the
insurance required by this paragraph. The Evidence of Insurance shall
substantially conform to the form set forth in para 2 of this section. If a
court of competent jurisdiction determines that any transportation furnished
pursuant to this contract is subject to the Warsaw Convention, 49 Stat. 3000,
and that the contractor is entitled to limit its liability under that
Convention, then the minimum limit of insurance required by this clause shall be
considered to be a "higher limit of liability agreed to by special contract" as
contemplated by the last sentence of Article 22(1) of that Convention, and the
contractor agrees that it shall not with respect to any claim arising out of the
death, wounding, or other bodily injury of a passenger, avail itself of any
defense under Article 20(1) of the Convention. Nothing herein shall be deemed to
affect the rights and liabilities of the contractor with regard to any claim
brought by, on behalf of, or in respect of any person who has willfully caused
damage which resulted in death, wounding, or other bodily injury of a passenger.
See note below subparagraph c(2).

      b. SPLIT LIMITS LIABILITY. The minimum limits of liability insurance
coverage maintained by the contractor shall be as follows:

         (1) Liability for bodily injury to or death of aircraft passengers:
A limit for any one passenger of at least three hundred thousand dollars
($300,000.00), and a limit for each occurrence in any one aircraft of at least
an amount equal to the sum produced by multiplying three hundred thousand
dollars ($300,000.00) by the next highest whole number resulting from taking 75
percent of the total number of passenger seats installed in the aircraft.

         (2) Liability for bodily injury to or death of persons (excluding
passengers): A limit of at least three hundred thousand dollars ($300,000.00)
for any one person in any one occurrence, and a limit of at least twenty million
dollars ($20,000,000.00) for each occurrence.

         (3) Liability for loss of or damage to property: A limit of at least
twenty million dollars ($20,000,000.00) for each occurrence.

      c. COMBINED SINGLE LIMIT LIABILITY.

         (1) Notwithstanding the provisions of paragraph b above the
contractor may be insured for a single limit of liability for each occurrence.
In that event, coverage shall be equal to or greater than the combined required
minimums set forth in paragraph b, above, for bodily injury, property damage,
and/or passenger liability for the type of use to which such aircraft is put, as
the case may be.

         (2) In the case of a single limit of liability, aircraft may be
insured by a combination of primary and excess policies. Such policies shall
have combined coverage equal to or greater than the required minimums set forth
in paragraph b, above, for bodily injury to non-passengers, property damage,
and/or passenger liability for the type of use to which the aircraft is put, as
the case may be.

NOTE: In the event the proposed changes to the Warsaw Convention, known as the
Montreal Protocol, are approved or ratified by the United States and become
effective in the United States, the Montreal Protocol will take precedence to
the extent it is inconsistent with the terms of this contract regarding
insurance.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

2. EVIDENCE OF INSURANCE - PASSENGER AND PUBLIC LIABILITY

      (a) Prior to performance of any services hereunder, the contractor shall
provide the Government with appropriate evidence of insurance in accordance with
paragraphs a, b and c, Section H, paragraph 1. The evidence shall substantially
conform to the following paragraph:

_________________________________(Hereinafter called the Insurer)
     Name of Insurer
of ______________________________________________________________________
                   Address of Insurer
has issued to _______________________________________________________

Name of Insured Policy ____________________, bearing policy number ___________,
with respect to the legal liability of the said Insured for aircraft passenger
death or bodily injury, aircraft public death or bodily injury (excluding
passengers) and aircraft property damage liabilities, effective from ______
through __________.

                  ____________________________________________
                  (Signature of Insurer)             (Current Date)

      (b) The minimum limits of liability insurance coverage maintained by the
Insured under the said policy are as follows*:

            (1) Liability for bodily injury to or death of aircraft passengers:
A limit for any one passenger of at least three hundred thousand dollars
($300,000.00), and a limit for each occurrence in any one aircraft of at least
an amount equal to the sum produced by multiplying three hundred thousand
dollars ($300,000.00) by the next highest whole number resulting from taking 75
percent of the total number of passenger seats installed in the aircraft.

            (2) Liability for bodily injury to or death of persons (excluding
passengers): A limit of at least three hundred thousand dollars ($300,000.00)
for any one person in any one occurrence, and a limit of at least twenty million
dollars ($20,000,000.00) for each occurrence.

            (3) Liability for loss of or damage to property: A limit of at least
twenty million dollars ($20,000,000.00) for each occurrence.

            (4) The Insurer further agrees that the insurance afforded under
this policy covers payment to the Government, pursuant to the subrogation
provision of the Medical Care Recovery Act (42 USC 2651-3), of the cost of
Government provided medical care to the extent that said insurance would cover
payment to injured individuals of the cost of medical care in the absence of any
Government obligation to provide medical care.

The terms and conditions of the policy apply throughout the world. The following
aircraft are covered by the policy identified above: ___________________________
(List aircraft individually or "All aircraft owned and operated by the Insured")

      (c) The parties recognize that the policy may exclude certain liabilities
with respect to any DOD operations involving the Civil Reserve Air Fleet (CRAF)
subsequent to the effective date of activation of the CRAF. The excluded
liabilities will be those where a loss may be incurred during the activation of
the CRAF under circumstances such that it cannot be demonstrated that the loss
is either attributable to a war risk and therefore reimbursable under FAA
Chapter 443, or attributable to cause other than war risk and therefore required
to be covered by the Contractor's commercial insurance.
The policy contains the attached endorsement.

                  By    __________________________________
                        (Company

                        __________________________________
                        (City, State)

                        __________________________________
                        (Signature)                  (Date)

*In the case of a combined single limit of liability, the Insurer will be
required to describe the amount or amounts of insurance coverage.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

"ENDORSEMENT" (Attachment to the Evidence of Insurance)

It is agreed, that, with respect only to operations of the named Insured
performed under contract with the Air Mobility Command, Department of the Air
Force (USAF), and with respect only to Aircraft Liability Insurance afforded
under this policy, the following conditions shall also apply:

      a. The Insurer agrees that, the insurance afforded under this policy shall
not be subject to any lower limits of liability of the Warsaw Convention, 49
Stat. 3000, for the death or bodily injury of any passenger. If that convention
should otherwise be deemed to be applicable to any passenger death or bodily
injury liability, then to the extent stated in the preceding sentence, this
insurance shall be deemed to be a higher limit of liability agreed to by special
contract as contemplated by the last sentence of Article 22(1) of that
convention.

      b. The exclusions of the policy are deleted and the following substituted
therefore:

                  The insurance afforded under this policy shall not apply to:

            (1) Any loss against which the named Insured has other valid and
collectible insurance, except that the limits of liability provided under this
policy shall be excess of the limits provided by such other valid and
collectible insurance but in no event exceeding the limits of liability
expressed elsewhere in this policy.

            (2) Any loss arising from the ownership, maintenance or use of any
type of aircraft not declared to the Insurer in accordance with the terms and
conditions of this policy.

            (3) Liability assumed by the Insured under any contract or agreement
except as stated in this contract with respect to limitations of the Warsaw
Convention.

            (4) Bodily injury, sickness, disease, mental anguish or death of any
employee of the Insured while engaged in the duties of his employment, or any
obligation for which the Insured or any company as his Insurer may be held
liable under any Workman's Compensation or occupational disease law.

            (5) Damage to or destruction of property owned, rented, occupied, or
used by, or in the care, custody or control of the Insured, or carried in or on
any aircraft with respect to which the insurance afforded by this policy
applies.

            (6) Personal injuries or death or damage to or destruction of
property, caused directly or indirectly, by hostile or warlike actions,
including action in hindering, combating or defending against an actual,
impending or expected attack by any Government or sovereign power, de jure or de
facto, or military, naval or air forces; the discharge, explosion, or use of any
weapon of war employing atomic fission, or atomic fusion, or radioactive
materials; insurrection, rebellion, revolution, civil war or usurped power,
including any action in hindering, combating or defending against such an
occurrence, or confiscation by any Government or public authority.

      c. The Insurer hereby waives any right of subrogation it may have against
the United States of America, by reason of any payment under the aforesaid
policy of insurance, with respect to loss caused to transportation services by
acts of the United States of America or any agency thereof, which acts are in
conjunction with the performance by the named Insured of any services under said
contract.

      d. In the event the Insurer elects to cancel the insurance afforded under
this policy, the Insurer hereby agrees that such cancellation shall not be
effective unless written notice thereof shall be sent by the Insurer by
registered mail not less than 30 days in advance of such cancellation, direct to
the Air Mobility Command, United States Air Force, 402 Scott Dr., Unit 3A1,
Scott Air Force Base, Illinois, Attention: A34YAI, and in the event the named
Insured requests such cancellation, the Insurer agrees to notify, by registered
mail, the above stated activity immediately upon receipt of such request.

      e. Anything in the policy to the contrary notwithstanding, the aircraft
may be operated by pilots authorized by the named Insured.

      f. Violations of regulations prescribed by the Federal Aviation
Administration (FAA) shall not prejudice the insurance afforded by this policy.

      g. No special waiver issued by the FAA shall affect the insurance afforded
hereunder.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      h. Any exclusions, conditions or other provisions of this endorsement,
which have the effect of restricting or nullifying the coverage already granted
by this policy in the absence of this endorsement, shall not apply.

Endorsement to Policy No: ________________________________________________

Effective Date: __________________________________________________________

Countersigned: ___________________________________________________________
                                                              (Date)
Company __________________________________________________________________

3. CONTRACTOR ACQUIRED INSURANCE

      a. The Contractor shall procure and maintain during the entire period of
performance under this contract the following minimum insurance in addition to
the insurance required by paragraph 1, of this section:

                     TYPE                        AMOUNT

AUTOMOBILE

Bodily Injury Liability                          $200,000 per person
                                                 $500,000 per occurrence
Property Damage Liability                        $20,000 per occurrence

COMPREHENSIVE GENERAL LIABILITY

Bodily Injury Liability                          $500,000 per occurrence

WORKMEN'S COMPENSATION AND EMPLOYERS LIABILITY

Workman's Comp & Occupational Disease            Statutory
Employer's Liability                             $100,000

      b. Contractor shall comply with the requirements of contract clause
"Insurance - Work on a Government Installation" concerning notice to the
Contracting Officer.

4. REQUIREMENT FOR INDEMNIFICATION APPROVAL

Notwithstanding the inclusion of FAR 52.250-1 and the clause entitled Definition
of Unusually Hazardous Risk in Section I, indemnification will apply to
performance under this contract only after Secretary of Air Force approval and
after the contractor is notified by the Contracting Officer that the Commander
AMC is implementing indemnification for a specific mission or missions.

5. FAA CHAPTER 443 WAR RISK HULL AND LIABILITY INSURANCE (PREVIOUSLY TITLE XIII)

The Contractor shall apply for Chapter 443 Aviation Insurance from the FAA,
register all aircraft committed to CRAF as listed in Appendix 3A, and supply the
FAA with a complete copy of its current Hull and Comprehensive Liability
commercial insurance policies. The Contractor shall promptly notify the FAA of
any tail number additions, removals, and/or changes in the aircraft committed to
CRAF to ensure that the Contractor is covered by Chapter 443 Aviation Insurance
without delay in the event of a CRAF activation.

6. RESPONSIBILITY FOR GOVERNMENT CARGO

      a. Property (hereinafter referenced in this paragraph as Government cargo)
placed in Contractor's possession for the sole purpose of air transportation
shall not be deemed to be Government Property within the meaning of the
Government Property Clause. Government cargo, within the meaning of this
paragraph, does not include passenger baggage or scheduled service (Category A)
cargo.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      b. The Government hereby relieves the Contractor of liability for loss of,
or damage to, any and all Government cargo transported by the Contractor in
performance of this contract, except such loss, destruction and damage resulting
from the willful misconduct or lack of good faith of any of the Contractor's
managerial personnel, as defined in the contract clauses entitled
"Government-Furnished Property (Short Form),", and except as outlined in
paragraphs 1.3.10. and 1.3.10.1 in Section C, PWS:

      To the extent insurance required by subparagraph b(3) of paragraph
entitled, "Passenger and Public Liability Insurance" of this Section or the
appropriate portion of subparagraph c of paragraph entitled, "Passenger and
Public Liability Insurance" of this Section (if Combined Single Limit Liability
is used), is not required for payment of third party claims, the balance of said
insurance shall apply to Government cargo loss, damage or destruction thereto.

7. COLLECTIVE BARGAINING UNITS

      a. The Contractor agrees to advise the applicable Collective Bargaining
Units of the contract requirements set forth in Section C, PWS, paragraphs 4.0
and 4.1.

      b. The Contractor agrees to provide the Contracting Officer, upon request,
a copy of any Collective Bargaining Agreement applicable to employees performing
on this contract.

8. LEGAL DOCUMENTS

The Contractor shall submit, simultaneously with its transfer to the DOT, one
copy to HQ AMC/A34Y and one copy to HQ AMC/JAQ of each application, pleading, or
other document submitted to said Agency by the Contractor or by any organization
of which the Contractor is a member, which application, pleading, or other
document pertains, directly or indirectly, to this or any other contract for air
transportation to which AMC is a party or is expected to be a party. Included
among such pleadings is any pertaining to the leasing of any aircraft listed in
Appendix 3A.

9. 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of services for a maximum of
six (6) months and the AMC Uniform Rate for FY05 shall apply. In the event the
Government exercises this option, prices shall be determined in accordance with
para 2 of Section B. This option may be exercised more than once, but the total
extension of performance hereunder shall not exceed six (6) months. The
Contracting Officer may exercise the option by written notice to the Contractor
not later than 15 days prior to expiration of the contract.

10. SUBMISSION OF COST AND PRICING DATA--MEMORANDUM OF UNDERSTANDING (MOU)

Contractors who are required to submit certified cost and pricing data pursuant
to the MOU shall do so within the time specified by HQ AMC/A48FP. Failure to
provide certified cost and pricing data within the defined time may result in a
reduction of such offerors' entitlement for the purpose of awarding business for
the forecast year. Mobilization points may be reduced at a rate of one
percentage point per day late, up to a maximum reduction of 30 percent.
Requirements for submission of certified cost and pricing data are addressed in
the MOU and procedures defined in FAR 15.403-4, entitled "Requiring Cost or
Pricing Data (10 U.S.C. 2306 and 41 U.S.C. 254b", paragraph (b).

11. CRAF ACTIVATION ACCOUNTING

Separate accounting of costs during CRAF activation shall be maintained where
Contractors anticipate extra contractual cost occurrences. The Contractor should
maintain separate accounts, by job order or other suitable accounting
procedures, of all incurred direct costs (less allocable credits) allocable to
CRAF activation. If established, such accounts shall be maintained for three
years after final payment under this contract.

12. PROVISIONAL PAYMENT OF EQUITABLE ADJUSTMENTS

The Contractor may submit requests for equitable adjustment for costs incurred
outside the AMC uniform rate during CRAF activation in accordance with the terms
and conditions of this contract. The equitable adjustment request may include a
request for provisional payment against the amount requested. The Contracting
Officer will review such requests and may approve a provisional payment against
such requests for reasonable costs incurred outside the Uniform Rate. The
provisional payment amount shall be determined by the Contracting Officer but
under no circumstances will payment be approved for any costs that the
Contracting Officer does not believe are reasonable, allocable to this contract
and incurred as a result of the contract. Any

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

payment made under this clause shall be deducted from the final equitable
adjustment settlement. If the provisional payments exceed the final equitable
adjustment settlement, the Contractor shall refund the amount of the overpayment
to the Government on demand, plus interest at the current US. Treasury rate, in
accordance with FAR 32.614.

13. INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS - REPUBLIC OF KOREA

      a. Invited-Contractor or technical representative status under the US-ROK
Status of Forces Agreement (SOFA) is subject to the written approval of HQ USFK,
AcofS, Acquisition Management.

      b. The Contracting Officer will coordinate with HQ USFK, AcofS,
Acquisition Management, in accordance with DFARS, subpart 225.77, and USFK Reg
700-19. The Acquisition Management will determine the appropriate Contractor
status under the SOFA and notify the ACO of the determination.

      c. Subject to the above approval, the Contractor, including their
employees and lawful dependents, may be accorded such privileges and exemptions
as specified in the US-ROK SOFA, and implemented per USFK Reg 700-19, subject to
the conditions and limitations imposed by the SOFA and that regulation. These
privileges and exemptions may be furnished during the performance period of the
contract, subject to their availability and provided the invited-Contractor or
technical-representative status is not withdrawn by USFK.

      d. The Contractor officials and employees performing under this contract
collectively and separately warrant that they are not now performing, nor will
perform during the period of this contract, any contract services or otherwise
engage in business activities in the ROK other than those pertaining to the US
armed forces.

      e. During the performance of the work in the ROK required by this
contract, the Contractor will be governed by USFK regulations pertaining to the
direct hiring and the personnel administration of Korean National employees.

      f. The authorities of the ROK will have the right to exercise jurisdiction
over invited Contractors and technical representatives, including officials and
employees, and their dependents, for offenses committed in the ROK and
punishable by the laws of the ROK. In recognition of the role of such persons in
the defense of the ROK, they will be subject to the provisions of Article XXII,
U.S. ROK SOFA, related Agreed Minutes and Understandings of Implementation. In
those cases in which the authorities of the ROK decide not to exercise
jurisdiction, they shall notify the US military authorities as soon as possible.
On such notification, the military authorities shall have the right to exercise
such jurisdiction over the persons referred to, as conferred on them by the law
of the United States.

      g. Invited Contractors and technical representatives agree to cooperate
fully with the USFK sponsoring agency and responsible officer on all matters
pertaining to logistic support. In particular, Contractors shall provide prompt
and accurate reporting of changes in employee status as required by this
regulation to the assigned sponsoring agency.

      h. Invited Contractor and technical representative status will be
withdrawn by USFK on--

            (1) Completion or termination of the contract.

            (2) Proof that the Contractor or employees are engaged in business
activities in the ROK other than those pertaining to US armed forces.

            (3) Proof that the Contractor or employees are engaged in practices
illegal in the ROK or are violating USFK regulations.

      i. It is agreed that the withdrawal of the invited-Contractor or
technical-representative status or any of the privileges associated therewith by
the US Government, will not constitute grounds for excusable delay by the
Contractor in the performance of the contract, nor will it justify or excuse the
Contractor defaulting the performance of this contract; and such withdrawal
shall not serve as a basis for the filing of any claims against the US
Government if the withdrawal is made for the reasons stated in subparagraph h
above. Under no circumstances shall the withdrawal of such status or privileges
be considered or construed as a breach of contract by the US Government. The
determination to withdraw SOFA status and privileges by USFK shall be final and
binding on the parties unless it is patently arbitrary, capricious, and lacking
in good faith.

14. EXEMPTION FROM THE AIR PASSENGER DUTY IN THE UNITED KINGDOM

The Contractor shall request relief from Her Majesty's Air Passenger Duty for
all passenger travel performed within the United Kingdom under the terms of this
contract. Said request shall be forwarded to Head Office Control Team, HM
Customs and

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

Excise, Cambridge Excise, Lockton Hours, Clarendon Road, Cambridge, CB2 2BH, and
shall include reference to the following:

                  This relief is in accordance with arrangements and agreements
                  between the appropriate US Government authority and HM customs
                  and Excise (reference RDM 513/539/01). All US Government
                  personnel traveling under the authority of this contract are
                  traveling for official purposes and the travel is reimbursed
                  from official funds of the US Government.

                  Specific reference to this contract.

Failure to apply for said relief shall not be basis for a claim for equitable
adjustment.

15. DEFICIT TRAFFIC

      a. This term applies to a situation where the Contractor's aircraft
departed but the full amount of traffic within the guaranteed ACL could not be
transported on the flight involved due to reasons caused by the Contractor. The
deficit shall be charged from the station where it is incurred through to the
first Government scheduled traffic stop where the deficit is corrected and the
Government may utilize the space. Contractor shall be paid at the AMC negotiated
uniform price for that portion of the trip, if any, over which he transported
said traffic, less a seat mile or ton mile reduction caused by the deficit. The
Contractor shall not bill for the dollar value of the deficit traffic, and the
Government's guarantee with respect to that mission is reduced accordingly.
Deficit traffic moved by a Contractor on any subsequent flight will be
considered as newly generated traffic.

      b. Below is an example of deficit traffic calculation. The rates are
approximations, not the current uniform rate. Actual deficit reduction will be
based on actual uniform rates for the appropriate period of performance.

                        ROUTE: KNKT-(PANC)-(RJTY)-RODN-(RJTY)-(PANC)-KNKT
                        MILES: 16,020
                        RATE: $.06 (round-trip passenger rate per seat mile)
                        ACL: 190 seats
                        Situation: Two seats were unavailable for use from
                        Kadena AB (RODN) to Cherry Point MCAS (KNKT). The
                        two-seat deficit is calculated as follows:

                  8010 miles (RODN-(RJTY)-(PANC)-KNKT); times, $.06 per seat
                  mile (RATE); times, two seats (number of seats not available
                  for AMC use) = $961.20 Total Deficit.

16. BUMPING PASSENGERS ON NON-STOP SERVICE

      a. The Contractor shall provide non-stop service as specified on Section B
line items. In the event the ACL must be reduced to provide non-stop service,
the Contractor shall move space required bumped passengers on the next available
scheduled service flight. The bumped passengers become the sole responsibility
of the carrier until moved, to include but not limited to, meals, lodging and
transportation to and from lodging. In addition, if deemed appropriate by the
ACO, the contracted price will be discounted by the percentage of bumped
passengers. The discount will be computed by dividing the bumped passenger count
by the contracted ACL. That percentage will be applied to the price for the
portion of the flight not flown with the contracted ACL.

      b. For example: A MD-11 is contracted for 360 passengers to fly
Seattle-Osan-Kunsan-Osan-Seattle. The contract price for the Seattle-Osan leg
(5614 miles) is $145,959.51. The carrier cannot fly non-stop from Seattle to
Osan without bumping 18 passengers to reduce the weight. 18 divided by 360 = 5%.
$145,959.51 x 5% = $7,297.98. The total trip price of $296,078.40 will be
reduced by $7,297.98 for a paid total of $288,780.42.

      c. The Government may invoke remedies which are set forth in this
paragraph which will neither constitute a termination within the meaning of "FAR
52.249-2, Termination for Convenience of the Government (Fixed-Price)," nor in
any way, diminish the Government's rights under the Clause entitled "Default."
The rights and remedies of the Government provided for in this paragraph are not
exclusive and do not give rise to Government liability for costs incurred and
are in addition to any other Government rights and remedies provided for by law
or by this contract.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

17. TRIP CANCELLATION

      a. GENERAL. The Contracting Officer may unilaterally cancel an occasional
mission, provided notification is given the Contractor. Any verbal notification
will be confirmed in writing. Large-scale cancellations or long term reduction
of requirements will not normally be covered by this paragraph. Any reference to
days in this clause means a continuous 24-hour period. All "days" in this clause
refer to "calendar days."

            (1) A cancellation charge will be paid on missions canceled with
notification given within the time frames noted below. Times are all prior to
scheduled departure. The cancellation charge will be applied to the trip price
for the route segment only (ferry, stop charges, Eurocontrol surcharge or any
other additional charges will not be included). Cancellation charges will not
apply to missions terminated or canceled due to weather situations beyond the
control of the Contractor or the Government. The charges are as follows:

                  (a)   Seven days or less:   Passenger -- 31.8%
                                              Cargo -- 31.6%

                  (b)   8 to 14 days:         Passenger -- 19.8%
                                              Cargo -- 21.8%

                  (c)   15 to 30 days:        Passenger -- 11.3%
                                              Cargo -- 10.2%

                  (d)   31 to 45 days:        Passenger -- 7%
                        31 to 75 days:        Cargo -- 7%

                  (e)   Beyond 45 days:       Passenger -- 0.0%
                        Beyond 75 days:       Cargo -- 0.0%

            (2) Missions awarded less than 14 days prior to the operating date
and subsequently canceled will be paid a cancellation charge of 19.8% for
passenger and 21.8% for cargo.

            (3) Missions awarded less than 5 days prior to the operating date
and subsequently canceled will not be paid a percentage cancellation charge. The
Contractor shall submit actual incurred mission costs for reimbursement
consideration.

            (4) Contractor may elect to accept replacement missions in lieu of a
cancellation charge.

      b. No Cost Cancellations

            (1) The Government will accrue one no-cost cancellation per quarter
(beginning Oct, Jan, Apr, and Jul) from all Contractors (in the event of a
teaming arrangement, each individual member of the team) who have operated 30 or
more missions during the previous quarter (Oct will be based on missions from
the previous contract), with a maximum accumulation of 4 per contract period.
These no-cost cancellations may be applied to either basic or expansion buys.

            (2) No-cost cancellations may be used by the Government in lieu of
paying a cancellation charge for missions canceled with at least 7 days notice
and can be used at any time during the contract periods. If a mission is
canceled with less than 7 days notice, the application of a no-cost cancellation
is subject to mutual agreement.

            (3) No-cost cancellations will not be carried over from the current
contract to the next contract.

18. 5352.247-1002 CONTRACTOR'S FAILURE TO PROVIDE SERVICE (OCT 1994)-AMCFARS

      a. In the event that contractor's aircraft is unable to depart from any
station, the government may invoke remedies which are set forth in this
paragraph which will neither constitute a termination within the meaning of the
clause entitled "Termination for Convenience of the Government," nor in any way
diminish the government's rights under the clause entitled "Default." The rights
and remedies of the government provided for in this paragraph are not exclusive
and do not give rise to government liability for costs incurred and are in
addition to any other government rights and remedies provided for by law or by
this contract.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      b. SUBSTITUTE SERVICE. This term, as used herein, applies to the
substitution of an aircraft to replace contractor's aircraft which is unable to
proceed from the departure station or from any en route station short of
destination in accordance with schedules established pursuant to this contract.
If the contractor fails to make an aircraft available for departure within 16
hours subsequent to scheduled departure time for a passenger flight or a mixed
flight from an originating station or an en route station, or within 4 hours of
a scheduled departure time for a passenger flight or a mixed flight from an en
route station where no holding facilities for passengers are available, or
within 24 hours of a scheduled departure time for a cargo flight from either the
originating station or an en route station, or for any flight within such lesser
time as may be agreed to by the contractor's designee, the government may: (1)
cancel the requirement for further movement of the defaulted flight; (2) require
the contractor to transport the defaulted passengers or cargo by substitute
service within such additional time as the contracting officer may allow; (3)
acquire substitute service from commercial sources; or (4) reschedule the
defaulted flight or transport the defaulted passengers or cargo, or any portion
thereof, itself. The exercise of any of these options will be in accordance with
the following:

            (1) In the event that the requirement for further movement of the
defaulted flight is canceled, the number of passengers equal to the guaranteed
ACL for the flight involved, or the number of pounds of cargo equal to the
guaranteed ACL of the flight involved, or the number of miles for the flight
involved, will be subtracted from the government's guarantee. Any canceled
requirement will be deleted from the contract by unilateral modification. If the
failure to depart was from the originating station, contractor will not be paid
any amount for the flight involved. If the failure to depart was from an en
route station, the contractor will be paid at the AMC negotiated uniform rate
for that portion of the trip over which he did transport the passengers or
cargo.

            (2) If the contractor is required to transport the passengers or
cargo of the defaulted flight by substitute service within such additional time
as the contracting officer may allow, the contractor shall arrange and pay
directly all costs involved in the transportation by the substitute aircraft.
Contractor will be paid, in this event the full contract price for the flight
involved, irrespective of the amount paid by him for this transportation by
substitute aircraft. The substitute aircraft provided by the contractor must be
of like type, configured in accordance with the applicable specifications, and
must be approved by the contracting officer. In lieu of, or in addition to,
providing the above type substitute service, the contractor may, at his own
expense, purchase the amount of space, by common carriage or otherwise, needed
for the movement of the passengers or cargo of the defaulted flight. The
purchase of such space must be approved by the contracting officer and must be
obtained only from American Flag carriers, except that in the event an American
Flag carrier is unavailable or not reasonably available for point-to-point
substitute service within an overseas area, upon prior authorization of the
contracting officer, the contractor may use a Foreign Flag schedule carrier for
substitute service on an exceptional basis only and provided the requirements of
the clause entitled "Preference for United States Flag Air Carriers," are
complied with. In such event, contractor would be paid the contract price for
the involved transportation. If contractor transports by purchase of common
carriage only a part of the number of passengers or amount of cargo of the
defaulted flight, he will only be paid for those passengers or cargo so
transported, and the passengers or cargo not transported shall be deducted from
the government's guarantee.

            (3) The government may purchase substitute service from commercial
sources. This can be by a substitute commercial aircraft or by the purchase from
commercial sources of sufficient space to transport by common carriage or
otherwise, the number of passengers or amount of cargo involved in the defaulted
flight. In either event, the substitute service shall be deducted from the
government's guarantee and the contractor would be charged by the government,
any amount which the government had to pay to commercial sources which is in
excess of the contract price for the transportation of the passengers or cargo
involved for the distance involved. (If this substitute service is obtained for
only a portion of a trip as provided in the contract, the contract price will be
prorated for the distance involved in determining the amount due to the
Government.) Contractor will not be paid any amount for the defaulted flight
except that he will be paid at the AMC negotiated uniform rate for that portion
of the trip, if any, over which he did transport the passengers or cargo on the
flight involved. The contractor shall provide all services normally provided in
connection with flights operating under this contract. In the event the
defaulted flight was to be performed between military bases and the government
procures common carriage substitute service, the defaulting contractor shall be
responsible for the transportation between the military bases and the commercial
terminal.

            (4) The government may, in its discretion, elect to either
reschedule the defaulted flight to a later time within the performance period of
the contract or may move these passengers and/or this cargo, or any portion
thereof. In this event, the number of passengers equal to the guaranteed ACL for
the flight involved, or the number of pounds of cargo to the guaranteed ACL of
the flight involved, or the number of miles for the flight involved shall be
subtracted from the government's guarantee and the contractor shall be charged,
by the government, the excess, if any, of the charge for this movement as
computed under the provisions of DoD Rates (located at
http://public.scott.af.mil/hqamc/fm/rates.htm) over the contract price. If this
movement is utilized for only a portion of a trip as provided in the contract,
the contract price shall be prorated for the distance involved in determining
the amount due the government. Contractor shall not be paid any amount for
transportation of the

H-9

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

passengers or cargo of the defaulted flight except that he shall be paid at the
AMC negotiated uniform rate for that portion of the trip, if any, over which he
did transport said passengers or cargo in the flight involved.

      c. The contracting officer may permit the contractor to provide services
with substitute aircraft having a lower ACL. When such substitution of aircraft
is permitted, the contractor shall be reimbursed at the rate per ton/pax mile
established in the original award times the lesser ACL with a corresponding
reduction in the government's guarantee. In addition or as an alternative to
providing substitute aircraft having a lower ACL, the contracting officer may
permit the contractor to acquire, at his own expense, the amount of space, by
common carriage, needed for movement of the pax or cargo equal to the ACL of the
aircraft originally scheduled for the flight, in which event the contractor
shall be paid at the contract rate for the pax and/or cargo within the
guaranteed ACL which are actually transported. The contracting officer may also
permit the contractor to provide services with substitute aircraft having a
higher ACL than the aircraft required for performance of services under the
contract. In this event, the contractor shall be reimbursed only the contract
price for the flight as originally awarded.

      d. The contracting officer, in making his decisions and selections for
substitute service, will use his discretion in such a manner as to mitigate
contractor's liability for excess costs when reasonably possible. However,
military needs and urgency will be the prime consideration in the exercise of
this discretion.

      e. Irrespective of any of the provisions of any subparagraph of this
clause, the government may cancel any mission for movement of submarine crews if
the specified aircraft or an equal substitute aircraft acceptable to the
government is not positioned 2 hours prior to scheduled departure time. This
cancellation, under these circumstances, is at the sole discretion of the
government and shall be at no cost to the government.

      f. The provisions of Section C, PWS relative to contractor's
responsibility for care of passengers, and for providing meals and billets,
apply to all situations discussed in this clause, wherein the contractor failed
to depart as scheduled. Contractor shall retain responsibility for passengers
until such time as they are moved by the contractor or the government, or the
requirement is canceled by the government.

      g. In the event the contractor fails to deliver any part of the GACL (pax
or cargo) to manifested destination due to an accident, contractor shall be paid
at AMC negotiated uniform rate only for that amount of pax or cargo delivered to
manifested destination.

19. ALLOCATION AND ORDERING OF EXPANSION AIRLIFT

      a. Expansion requirements will be awarded, based on entitlement, to the
contractor who has submitted an acceptable offer in response to the Government's
request for offers. Expansion entitlement will be calculated in the same manner
as entitlement for the fixed, peacetime airlift award and as described in
paragraph (b) below. Factors used to determine the acceptability of an offer
include timeliness of submission, type and weight capacity of aircraft offered,
date of availability, total cost of offer and contractor reliability and
violation status. When two or more members of a Teaming Arrangement (TA) make
acceptable offers for the same expansion requirement, the TA agent will
determine which contractor will perform the mission.

      b. Awards for expansion business will be allocated monthly based on
entitlement calculated by dividing each contractor's mobilization value (MV)
points by the total points of all entitled contractors offering in a category.
Entitled contractor's MV points will be recalculated by the Government at the
beginning of each quarter (October, January, April, July) beginning 1 Oct 04, to
adjust for any aircraft offered by new contractors or for additional aircraft
committed by contractors during the contract period. Entitlement percentages
will be recalculated for each category of business. New contractors committing
aircraft to the CRAF after the closing of the Request for Proposal (RFP) may
offer as an individual contractor, as a new TA or as an addition to an existing
TA. A contractor who submits an offer after RFP closing and is awarded a
contract is considered a non-entitled contractor until such time as the next
quarterly recalculation of MVP is completed. Prior to recalculation, the
contractor will be considered for expansion business only if no acceptable
offers are received from entitled contractors. If more than one non-entitled
contractor offers on an expansion requirement, award will be made to the
contractor who has committed the most aircraft in wide body equivalents or B727
equivalents to the CRAF. Recalculated entitlement percentages shall be utilized
for expansion awards only. The Contracting Officer will attempt to make awards
commensurate to every contractor's entitlement each month; however, the
Government is not obligated to ensure individual contractors/TAs meet or exceed
their entitlement each month. Expansion entitlement not received in one month
may not be carried over to a future month.

      c. TASK ORDERS. The Government will request and contractors shall submit
offers for expansion airlift electronically, telephonically, or by telefax.. An
offer submitted by a contractor is considered a firm offer that, when accepted
by the Government, becomes binding. Issuance of a task order (DD Form 1155)
serves as Government acceptance of the contractor's offer. Task orders shall set
forth (1) the services being ordered, (2) performance date, (3) price, (4) fund
cite, and (5) any other

H-10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

pertinent information. An executed copy of each task order will be provided to
the Contractor.

20. LONG TERM EXPANSION

Known transportation requirements that have not been defined by specific route,
date or passenger count may be purchased as "Long Term Expansion" (LTE) and
shall be procured using the following procedures:

      a. CLINs designated as "Long Term Expansion" shall contain an estimated
dollar value based on the Government's general requirement (estimated number of
passengers to be moved for an exercise or force rotation during a given
timeframe, normally expressed in terms of weeks). The Government will provide
the carriers a list of the LTE requirements and carriers will offer aircraft
capability by week. Based on entitlement, the Government will advise the
contractors which requirements they are entitled to receive. Awards for LTE will
not be made at the time of contract award.

      b. At a minimum of 90 calendar days prior to the earliest operating date
for each exercise or force rotation, firm schedules and ACL will be negotiated
and delivery orders will be issued.

      c. All aircraft will be considered, but preferences will be given to
widebody aircraft. Factors to be considered in award are found in paragraph
H-19.

      d. Although this Long Term Expansion has been included as an estimate for
planning purposes, it will be negotiated and awarded as a separate category. If
entitlement is not met in another category, it will not be transferable to this
category.

      e. In the event a requirement does not materialize or is canceled in its
entirety, the Government is not under obligation to replace the entitlement with
other expansion business.

      f. Aside from the above, all terms and conditions for operating fixed
passenger business shall apply.

21. AWARDING EXPANSION AIRLIFT FOR OUTSIZED CARGO

      a. The Government may from time to time during the period of performance
of this contract, have requirements for outsized cargo services as described in
PWS, paragraph 1.3.16. Outsized cargo airlift requirements include airlift
services not currently available directly from US certificated contractor due to
the absence of US certificated aircraft with the requisite capacity. With the
express approval of the contracting officer, the contractor may perform these
services by subcontracting to a foreign contractor. The foreign contractor must
be DOD-approved pursuant to 32 CFR 861 prior to submission of offer (reference
Section L, paragraph 7(b)(l1)).

      b. The process for award of expansion airlift for outsized cargo will be
as follows:

                  (1) Requirements will be competed on a mission-by-mission
basis at the time specific routes and dates become available. Interested
contractors will propose specific type(s) of aircraft, and an all inclusive trip
price. Reference Section B, paragraph 2f(5).

                  (2) Award of the mission will be made to the DOD approved
contractor with the lowest priced acceptable offer in response to the
Government's request for offers. Factors other than lowest total trip price used
to determine the acceptability of an offer include timeliness of submission,
type and weight capacity of aircraft offered, contractor reliability and
violation status, and date of availability.

      c. TASK ORDERS. The Government will request and contractors shall submit
offers for outsized cargo expansion airlift electronically, telephonically, or
by telefax. An offer submitted by a contractor is considered a firm offer that,
when accepted by the Government, becomes binding. Issuance of a task order (DD
Form 1155) serves as Government acceptance of the contractor's offer. Task
orders shall set forth (1) the services being ordered, (2) performance date, (3)
price, (4) fund cite, and (5) any other pertinent information. An executed copy
of each task order will be provided to the contractor. Reference Section G,
paragraph 2a.

      d. Terms and conditions of this contract that will NOT apply to outsized
cargo missions are:

                  (1) Entitlement

                  (2) AMC Negotiated Uniform Rates and Rules.

H-11

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                  (3) Fuel adjustments.

                  (4) Section G, paragraph 2a(11) concerning ferry
                  certification.

22. 5352.204-9000 NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY AND VISITOR GROUP
SECURITY AGREEMENTS (APR 2003) AFFARS

This contract contains a DD Form 254, DOD Contract Security Classification
Specification, and requires performance at a government location in the U.S. or
overseas. Prior to beginning operations involving classified information on an
installation identified on the DD Form 254, the contractor shall take the
following actions:

(a) At least thirty days prior to beginning operations, notify the security
police activity shown in the distribution block of the DD Form 254 as to:

                  (1) The name, address, and telephone number of this contract
                  company's representative and designated alternate in the U.S.
                  or overseas area, as appropriate;

                  (2) The contract number and military contracting command;

                  (3) The highest classification category of defense information
                  to which contractor employees will have access;

                  (4) The Air Force installations in the U.S. (in overseas
                  areas, identify only the APO number(s)) where the contract
                  work will be performed;

                  (5) The date contractor operations will begin on base in the
                  U.S. or in the overseas area;

                  (6) The estimated completion date of operations on base in the
                  U.S. or in the overseas area; and

                  (7) Any changes to information previously provided under this
                  clause.

This requirement is in addition to visit request procedures contained in DOD
5220.22-M, National Industrial Security Program Operating Manual.

(b) Prior to beginning operations involving classified information on an
installation identified on the DD Form 254 where the contractor is not required
to have a facility security clearance, the contractor shall enter into a Visitor
Group Security Agreement (or understanding) with the installation commander to
ensure that the contractor's security procedures are properly integrated with
those of the installation. As a minimum, the agreement shall identify the
security actions that will be performed:

                  (1) By the installation for the contractor, such as providing
                  storage and classified reproduction facilities, guard
                  services, security forms, security inspections under DOD
                  5220.22-M, classified mail services, security badges, visitor
                  control, and investigating security incidents; and

                  (2) Jointly by the contractor and the installation, such as
                  packaging and addressing classified transmittals, security
                  checks, internal security controls, and implementing emergency
                  procedures to protect classified material.

23. 5352.223-9001 HEALTH AND SAFETY ON GOVERNMENT INSTALLATIONS (JUN 1997)
AFFARS

      a. In performing work under this contract on a Government installation,
the Contractor shall--

            (1) Comply with the specific health and safety requirement
established by this contract;

            (2) Comply with the health and safety rules of the Government
installation that concern related activities not directly addressed in this
contract;

            (3) Take all reasonable steps and precautions to prevent accidents
and preserve the health and safety of Contractor and Government personnel
performing or in any way coming in contact with the performance of this
contract; and

            (4) Take such additional immediate precautions as the Contracting
Officer may reasonably require for health and safety.

H-12

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      b. The Contracting Officer may, by written order, direct Air Force
Occupational Safety and Health (AFOSH) and/or health/safety standards as may be
required in the performance of this contract and any adjustments resulting from
such direction will be in accordance with the changes clause of this contract.

      c. Any violation of these health and safety rules and requirements, unless
promptly corrected as directed by the Contracting Officer, shall be grounds for
termination of this contract in accordance with the "Default" clause of this
contract.

24. 5352.247-1000 AIR SAFETY (DEC 2002) AMCFARS

      a. Contractor is obligated to comply with generally accepted standards of
airmanship, training, and maintenance practices and procedures. Contractor must
also satisfy DOD quality and safety requirements as described in 32 CFR Part
861, Section 861.3. In addition, contractor shall comply with all provisions of
applicable statutes, tenders of service, and contract terms, as such may affect
flight safety, as well as with all applicable Federal Aviation Administration
Regulations, Air worthiness Directives, Orders, rules, and standards promulgated
under the Federal Aviation Act of 1958, as amended. Compliance with published
standards may not, standing alone, constitute compliance with generally accepted
standards of airmanship, training, or maintenance.

      b. The cleanliness and orderliness of an aircraft, including the visible
components and surfaces thereof affect the ability to inspect an aircraft, may
be valid indicators of the overall maintenance level of an aircraft, and may
have a direct effect on the security and confidence of passengers. Therefore,
contractor's failure to keep and maintain all such components and surfaces of
the aircraft used in performance of this contract clean, orderly, and in a good
state of repair, may be deemed a failure to comply with generally accepted
standards of maintenance to the extent the failures go beyond mere cosmetic or
housekeeping deficiencies and relates in some manner to confidence in the
safety, maintenance, or air worthiness of the aircraft.

      c. Should the Government determine that any of the following conditions
exist, it may suspend or place in temporary nonuse status contractor's further
performance of airlift transportation services for the Department of Defense:

            (1) Contractor's failure to meet any of the obligations imposed by
the preceding two paragraphs.

            (2) Involvement of one of contractor's aircraft in a serious or
fatal accident, incident, or operational occurrence (regardless of whether or
not such aircraft is being used in the performance of this contract);

            (3) Any other condition that affects the safe operation of
contractor's flights hereunder.

      d. Such suspension shall be accomplished pursuant to the Department of
Defense Commercial Air Transportation Quality and Safety Review Program (32 CFR
Part 861), which is hereby incorporated in this contract by reference, or any
procedures that supersede same which may be adopted by the Commander in Chief
(USTRANSCOM) from time - to time. The suspension procedures, including the
temporary nonuse, reinstatement, and appeals processes, set out therein, are
binding, final, and conclusive. In no event shall suspension or temporary nonuse
proceedings, regardless of outcome, give rise to any liability on the part of
the Government.

      e. Suspension or temporary nonuse hereunder resulting in unavailability of
contractor aircraft to perform service under this contract shall be treated as
failure to maintain authorization to engage in air transportation under the
clause of the contract entitled, "Requirement For Authorization To Engage in Air
Transportation."

25. 5352.247-1001 REQUIREMENT FOR AUTHORIZATION TO ENGAGE IN AIR TRANSPORTATION
(DEC 2002) AMCFARS

      a. This contract is conditioned upon the Contractor (if the contractor is
a team arrangement, applies to each team member) being an air carrier and
holding a Certificate of Public Convenience and Necessity issued under Section
401 of the Federal Aviation Act (FAA of 1958, as amended), or otherwise
authorized by the DOT to engage in direct air transportation services, holding
an Air Carrier's Operating Certificate issued by the FAA under Part 121 of the
Federal Aviation Regulations (14 CFR 121) for airlift operated by the offeror,
and participating in the CRAF, if applicable. Furthermore, the Contractor shall
not be in a suspension or temporary nonuse status in accordance with the clause
entitled "AIR SAFETY."

      b. If at any time during the performance period of this contract the
contractor is not in compliance with the requirements of paragraph a above,
including, but not limited to, instances when the certificate demonstrating
compliance with paragraph a above is (i) suspended by the pertinent regulatory
body for any period of time even though the effect of the suspension is stayed
pending review by a court of competent jurisdiction, (ii) canceled or revoked in
its entirety by the pertinent regulatory body even though the effect of the
cancellation or revocation is stayed pending review by a court of competent
jurisdiction, or (iii)

H-13

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

such certificate or interim operating authority has expired and has not been
renewed, then the contracting officer may elect any one or a combination of the
following courses of action:

      (1) Suspend the Contractor from further performance of all or any part of
this contract until such time as the suspension/temporary nonuse imposed by the
pertinent regulatory body shall have expired or until such time as the
suspension, temporary nonuse, cancellation, or revocation shall have been
finally set aside, removed, or otherwise terminated. The period of suspension of
this contract will begin at the time that notice thereof is given by the
contracting officer to the contractor's designee named in accordance with
paragraph 4 of Section G of this contract. All flights which were scheduled to
be flown during the time any such suspension is in effect will be canceled. A
unilateral modification reflecting the cancellation and reducing the
Government's obligation accordingly will be issued by the contracting officer at
the termination of the period during which this contract is suspended or after
the expiration of the period of performance of this contract. Any such
cancellation is not for the convenience of the Government and is not a
termination within the meaning of the clause entitled "Termination for
Convenience of the Government (Fixed-Price)." Such cancellation will be
accomplished at no cost to either party, and the substitute service provisions
of this contract will not apply to such canceled flights.

      (2) Exercise the government's rights under the special clause of the
contract entitled, "Contractor's Failure to Provide Service."

      (3) Terminate this contract in whole or in part under the procedures of
the clause entitled "Default." If this contract is terminated for default
pursuant to paragraph b, and if it is subsequently determined that termination
for default is not appropriate, this contract shall then be considered to have
been canceled pursuant to subparagraph b(4) below.

      (4) Cancel this contract in whole or in part. Any such cancellation will
be accomplished by the issuance of a unilateral modification and will not be a
termination under the provisions of the clause entitled "Termination for
Convenience of the Government (Fixed-Price)," and neither party will be liable
to the other party for costs incurred as a result of such cancellation.

26. 5352.242-9000 CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS (JUN 2002) AFFARS

The contractor shall obtain base identification and vehicle passes for all
contractor personnel who make frequent visits to or perform work on the Air
Force installation(s) cited in the contract. Contractor personnel are required
to wear or prominently display installation identification badges or
contractor-furnished, contractor identification badges while visiting or
performing work on the installation.

The contractor shall submit a written request on company letterhead to the
contracting officer listing the following: contract number, location of work
site, start and stop dates, and names of employees and subcontractor employees
needing access to the base. The letter will also specify the individual(s)
authorized to sign for a request for base identification credentials or vehicle
passes. The contracting officer will endorse the request and forward it to the
issuing base pass and registration office or security police for processing.
When reporting to the registration office, the authorized contractor
individual(s) should provide a valid driver's license, current vehicle
registration, valid vehicle insurance certificate and any other documentation
specified by the ACO to obtain a vehicle pass.

During performance of the contract, the contractor shall be responsible for
obtaining required identification for newly assigned personnel and for prompt
return of credentials and vehicle passes for any employee who no longer requires
access to the work site.

When work under this contract requires unescorted entry to controlled or
restricted areas, the contractor shall comply with AFI 31-101, Volume 1, The Air
Force Installation Security Program, and AFI 31-501, Personnel Security Program
Management, as applicable.

Upon completion or termination of the contract or expiration of the
identification passes, the prime contractor shall ensure that all base
identification passes issued to employees and subcontractor employees are
returned to the issuing office. Failure to comply with these requirements may
result in withholding of final payment.

H-14

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

1. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) FAR

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available. Also, the full text of a clause may
be addressed electronically at this address: http://farsite.hill.af.mil/

2. The following clauses are incorporated by reference:

<TABLE>
<CAPTION>
FAR
NUMBER         CLAUSE TITLE                                                     DATE
------         ------------                                                     ----
<S>            <C>                                                              <C>
52.202-1       DEFINITIONS                                                      JUL 2004
52.203-3       GRATUITIES                                                       APR 1984
52.203-5       COVENANT AGAINST CONTINGENT FEES                                 APR 1984
52.203-6       RESTRICTIONS ON SUBCONTRACTOR SALES TO THE                       JUL 1995
               GOVERNMENT
52.203-7       ANTI-KICKBACK PROCEDURES                                         JUL 1995
52.203-8       CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS
               FOR ILLEGAL OR IMPROPER ACTIVITY                                 JAN 1997
52.203-10      PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER                  JAN 1997
               ACTIVITY
52.203-12      LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN                      JUN 2003
               FEDERAL TRANSACTIONS
52.204-2       SECURITY REQUIREMENTS                                            AUG 1996
52.209-6       PROTECTING THE GOVERNMENT'S INTEREST WHEN                        JUL 1995
               SUBCONTRACTING WITH CONTRACTORS DEBARRED,
               SUSPENDED, OR PROPOSED FOR DEBARMENT
52.215-2       AUDIT AND RECORDS - NEGOTIATION                                  JUN 1999
52.215-8       ORDER OF PRECEDENCE-UNIFORM CONTRACT FORMAT                      OCT 1997
52.215-10      PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA               OCT 1997
52.215-12      SUBCONTRACTOR COST OR PRICING DATA                               OCT 1997
52.215-15      PENSION ADJUSTMENTS AND ASSET REVERSIONS                         JAN 2004
52.215-18      REVERSION OR ADJUSTMENT OF PLANS FOR                             OCT 1997
               POST RETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS
52.215-19      NOTIFICATION OF OWNERSHIP CHANGES                                OCT 1997
52.216-18      ORDERING                                                         OCT 1995
               The blank in para (a), line 5 is completed as follows:
               1 OCT 2004 THROUGH 30 SEP 2005
52.216-19      ORDER LIMITATIONS                                                OCT 1995
               The blanks are completed as follows:
               Para (a), line 2 $1,250 (least amount of MOBREP funding)
               Para (b)(1) $4,000,000 (max single route value)
               Para (b)(2) $10,000,000 (max delivery order amount)
               Para(b)(3) 5 DAYS
               Para (d), line 3 5 DAYS
52.216-22      INDEFINITE QUANTITY                                              OCT 1995
               The blank in para (d), last line is
               completed as follows: 30 Sep 2005
52.219-8       UTILIZATION OF SMALL BUSINESS CONCERNS                           MAY 2004
52.219-9       SMALL BUSINESS SUBCONTRACTING PLAN                               JAN 2002
52.219-16      LIQUIDATED DAMAGES - SUBCONTRACTING PLAN                         JAN 1999
</TABLE>

I-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<CAPTION>
FAR
NUMBER         CLAUSE TITLE                                                     DATE
------         ------------                                                     ----
<S>            <C>                                                              <C>
52.222-1       NOTICE TO THE GOVERNMENT OF LABOR DISPUTES                       FEB 1997
52.222-3       CONVICT LABOR                                                    JUN 2003
52.222-21      PROHIBITION OF SEGREGATED FACILITIES                             FEB 1999
52.222-26      EQUAL OPPORTUNITY                                                APR 2002
52.222-29      NOTIFICATION OF VISA DENIAL                                      JUN 2003
52.222-35      EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS,                 DEC 2001
               VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE
               VETERANS
52.222-36      AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES                 JUN 1998
52.222-37      EMPLOYMENT REPORTS ON SPECIAL DISABLED                           DEC 2001
               VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER
               ELIGIBLE VETERANS
52.223-6       DRUG-FREE WORKPLACE                                              MAY 2001
52.224-1       PRIVACY ACT NOTIFICATION                                         APR 1984
52.224-2       PRIVACY ACT                                                      APR 1984
52.225-13      RESTRICTIONS ON CERTAIN FOREIGN PURCHASES                        DEC 2003
52.226-1       UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED             JUN 2000
               ECONOMIC ENTERPRISES
52.227-1       AUTHORIZATION AND CONSENT                                        JUL 1995
52.227-2       NOTICE AND ASSISTANCE REGARDING PATENT AND                       AUG 1996
               COPYRIGHT INFRINGEMENT
52.227-6       ROYALTY INFORMATION                                              APR 1984
52.228-3       WORKERS' COMPENSATION INSURANCE                                  APR 1984
               (DEFENSE BASE ACT)
52.228-4       WORKERS' COMPENSATION AND WAR-HAZARD                             APR 1984
               INSURANCE OVERSEAS
52.228-5       INSURANCE-WORK ON A GOVERNMENT INSTALLATION                      JAN 1997
52.229-3       FEDERAL, STATE, AND LOCAL TAXES                                  APR 2003
52.229-6       TAXES-FOREIGN FIXED-PRICE CONTRACTS                              JUN 2003
52.232-4       PAYMENTS UNDER TRANSPORTATION CONTRACTS AND                      APR 1984
               TRANSPORTATION-RELATED SERVICES CONTRACTS
52.232-8       DISCOUNTS FOR PROMPT PAYMENT                                     FEB 2002
52.232-9       LIMITATION ON WITHHOLDING OF PAYMENTS                            APR 1984
52.232-11      EXTRAS                                                           APR 1984
52.232-17      INTEREST                                                         JUN 1996
52.232-18      AVAILABILITY OF FUNDS                                            APR 1984
52.232-23      ASSIGNMENT OF CLAIMS                                             JAN 1986
               ALTERNATE I                                                      APR 1984
52.232-25      PROMPT PAYMENT                                                   OCT 2003
               Subparagraph (a)(.3)(iv)is changed to read:   Description,
               quantity, unit of measure, unit price, and extended price of
               supplies delivered or services performed. (Note: For certain
               CLINS, as specified, in the contract, the contractor shall
               round invoiced amounts to the nearest whole dollar amount.)
52.232-33      PAYMENT BY ELECTRONIC FUNDS TRANSFER (CCR)                       OCT 2003
52.233-1       DISPUTES                                                        JULY 2002
               ALTERNATE I                                                      DEC 1991
52.233-3       PROTEST AFTER AWARD                                              AUG 1996
52.237-2       PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT,                   APR 1984
               AND VEGETATION
52.242-13      BANKRUPTCY                                                       JUL 1995
52.243-1       CHANGES--FIXED-PRICE                                             AUG 1987
               ALTERNATE IV                                                     APR 1984
52.244-2       SUBCONTRACTS                                                     AUG 1998
</TABLE>

I-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<CAPTION>
FAR
NUMBER         CLAUSE TITLE                                                     DATE
------         ------------                                                     ----
<S>            <C>                                                              <C>
52.245-4       GOVERNMENT FURNISHED PROPERTY (SHORT FORM)                       JUN 2003
52.246-25      LIMITATION OF LIABILITY - SERVICES                               FEB 1997
52.247-5       FAMILIARIZATION WITH CONDITIONS                                  APR 1984
52.247-12      SUPERVISION, LABOR, OR MATERIALS                                 APR 1984
52.247-21      CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR
               PROPERTY DAMAGE                                                  APR 1984
52.247-27      CONTRACT NOT AFFECTED BY ORAL AGREEMENT                          APR 1984
52.247-63      PREFERENCE FOR U.S.-FLAG AIR CARRIERS                            JUN 2003
52.248-1       VALUE ENGINEERING                                                FEB 2000
52.249-2       TERMINATION FOR CONVENIENCE OF THE GOVERNMENT                    MAY 2004
               (FIXED-PRICE)
52.249-8       DEFAULT (FIXED-PRICE SUPPLY AND SERVICE), ALT I                  APR 1984
</TABLE>

<TABLE>
<CAPTION>
DEFENSE
FAR SUP
NUMBER         CLAUSE TITLE                                                     DATE
------         ------------                                                     ----
<S>            <C>                                                              <C>
252.201-7000   CONTRACTING OFFICER'S REPRESENTATIVE                             DEC 1991
252.203-7001   PROHIBITION OF PERSONS CONVICTED OF FRAUD OR OTHER               MAR 1999
               DEFENSE- CONTRACT-RELATED FELONIES
252.203-7002   DISPLAY OF DOD HOTLINE POSTER                                    DEC 1991
252.204-7000   DISCLOSURE OF INFORMATION                                        DEC 1991
252.204-7003   CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT                     APR 1992
252.204-7004   REQUIRED CENTRAL CONTRACTOR REGISTRATION                         NOV 2003
252.205-7000   PROVISION OF INFORMATION TO COOPERATIVE                          DEC 1991
               AGREEMENT HOLDERS
252.209-7000   ACQUISITION FROM SUBCONTRACTORS SUBJECT                          NOV 1995
               TO ON-SITE INSPECTION UNDER THE
               INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY
252.209-7004   SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR
               CONTROLLED BY THE GOVERNMENT OF A TERRORIST
               COUNTRY                                                          MAR 1998
252.215-7000   PRICING ADJUSTMENTS                                              DEC 1991
252.215-7002   COST ESTIMATING SYSTEM REQUIREMENTS                              OCT 1998
252.219-7003   SMALL, SMALL DISADVANTAGED AND WOMAN-OWNED
               SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS)               APR 1996
252.222-7000   RESTRICTIONS ON EMPLOYMENT OF PERSONNEL                          MAR 2000
               The blank in para (a), line 2 is
               completed as follows: HAWAII/ALASKA
252.223-7002   SAFETY PRECAUTIONS FOR AMMUNITION                                MAY 1994
               AND EXPLOSIVES
252.223-7003   CHANGE IN PLACE OF PERFORMANCE--                                 DEC 1991
               AMMUNITIONS AND EXPLOSIVES
252.223-7004   DRUG-FREE WORK FORCE                                             SEP 1988
252.223-7006   PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND                 APR 1993
               HAZARDOUS MATERIALS
252.225-7031   SECONDARY ARAB BOYCOTT OF ISRAEL                                 APR 2003
252.225-7042   AUTHORIZATION TO PERFORM                                         APR 2003
252.225-7043   ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE                JUN 1998
               CONTRACTORS OUTSIDE THE UNITED STATES
               The blank in paragraph (c) is completed as follows:
               HQ AFSFC/SFPA COMMERCIAL: (210) 925-7035/7036
252.231-7000   SUPPLEMENTAL COST PRINCIPLES                                     DEC 1991
252.242-7000   POSTAWARD CONFERENCE                                             DEC 1991
</TABLE>

I-3

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

DEFENSE
FAR SUP
NUMBER           CLAUSE TITLE                                  DATE
-------------    ------------                                  ----
252.243-7001     PRICING OF CONTRACT MODIFICATIONS             DEC 1991
252.243-7002     REQUESTS FOR EQUITABLE ADJUSTMENT             MAR 1998
252.246-7000     MATERIAL INSPECTION AND RECEIVING REPORT      MAR 2003

AIR FORCE
FAR SUP
NUMBER           CLAUSE TITLE                                  DATE
-------------    ------------                                  ----
5352.223-9002    REQUIREMENTS AFFECTING CONTRACTOR PERSONNEL   APR 2003
                 PERFORMING MISSION ESSENTIAL SERVICES
                 The blank in paragraph (b) is completed
                 as follows: 10

3. 52.250-1 INDEMNIFICATION UNDER PUBLIC LAW 85-804 (APR 1984) FAR

      a. "Contractor's principal officials," as used in this clause, means
directors, officers, managers, superintendents, or other representatives
supervising or directing--

            (1) All or substantially all of the Contractor's business;

            (2) All or substantially all of the Contractor's operations at any
one plant or separate location in which this contract is being performed; or

            (3) A separate and complete major industrial operation in connection
with the performance of this contract.

      b. Under Public Law 85-804 (50 U.S.C. 1431-1435) and Executive Order
10789, as amended, and regardless of any other provisions of this contract, the
Government shall, subject to the limitations contained in the other paragaphs of
this clause, indemnify the Contractor against--

            (1) Claims (including reasonable expenses of litigation or
settlement) by third persons (including employees of the Contractor) for death;
personal injury; or loss of, damage to, or loss of use of property;

            (2) Loss of, damage to, or loss of use of Contractor property,
excluding loss of profit; and

            (3) Loss of, damage to, or loss of use of Government property,
excluding loss of profit.

      c. This indemnification applies only to the extent that the claim, loss,
or damage (1) arises out of or results from a risk defined in this contract as
unusually hazardous or nuclear and (2) is not compensated for by insurance or
otherwise. Any such claim, loss, or damage, to the extent that it is within the
deductible amounts of the Contractor's insurance, is not covered under this
clause. If insurance coverage or other financial protection in effect on the
date the approving official authorizes use of this clause is reduced, the
Government's liability under this clause shall not increase as a result.

      d. When the claim, loss, or damage is caused by willful misconduct or lack
of good faith on the part of any of the Contractor's principal officials, the
Contractor shall not be indemnified for--

            (1) Government claims against the Contractor (other than those
arising through subrogation); or

            (2) Loss or damage affecting the Contractor's property.

      e. With the Contracting Officer's prior written approval, the Contractor
may, in any subcontract under this contract, indemnify the subcontractor against
any risk defined in this contract as unusually hazardous or nuclear. This
indemnification shall provide, between the Contractor and the subcontractor, the
same rights and duties, and the same provisions for notice, furnishing of
evidence or proof, and Government settlement or defense of claims as this clause
provides. The Contracting Officer may also approve indemnification of
subcontractors at any lower tier, under the same terms and conditions. The

I-4

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

Government shall indemnify the Contractor against liability to subcontractors
incurred under subcontract provisions approved by the Contracting Officer.

      f. The rights and obligations of the parties under this clause shall
survive this contract's termination, expiration, or completion. The Government
shall make no payment under this clause unless the agency head determines that
the amount is just and reasonable. The Government may pay the Contractor or
subcontractors, or may directly pay parties to whom the Contractor or
subcontractors may be liable.

      g. The Contractor shall--

            (1) Promptly notify the Contracting Officer of any claim or action
against, or any loss by, the Contractor or any subcontractors that may be
reasonably expected to involve indemnification under this clause;

            (2) Immediately furnish to the Government copies of all pertinent
papers the Contractor receives;

            (3) Furnish evidence or proof of any claim, loss, or damage covered
by this clause in the manner and form the Government requires; and

            (4) Comply with the Government's directions and execute any
authorizations required in connection with settlement or defense of claims or
actions.

      h. The Government may direct, control, or assist in settling or defending
any claim or action that may involve indemnification under this clause.

4. DEFINITION OF UNUSUALLY HAZARDOUS RISK

      a. Definitions:

            (1) "Civil Reserve Air Fleet (CRAF) Mission" means the provision of
airlift services under this contract (1) ordered pursuant to authority available
because of the activation of CRAF or (2) directed by Commander, Air Mobility
Command (AMC/CC) or his successor for missions substantially similar to or in
lieu of those ordered pursuant to formal CRAF activation.

            (2) "Airlift Services" means all services (passenger, cargo, or
medical evacuation) and anything the contractor is required to do in order to
conduct or position the aircraft, personnel, supplies, and equipment for a
flight and return. Airlift Services include ground related services supporting
CRAF missions. Airlift Services do not include any services involving any
persons or things which, at the time of the event, act, or omission giving rise
to a claim, are directly supporting commercial business operations unrelated to
a CRAF mission objective.

            (3) "War risks" means risks of:

                  (a) War (including war between the Great Powers), invasion,
acts of foreign enemies, hostilities (whether declared or not), civil war,
rebellion, revolution, insurrection, martial law, military or usurped power, or
attempt at usurpation of power.

                  (b) Any hostile detonation of any weapon of war employing
atomic or nuclear fission and/or fusion or other like reaction or radioactive
force or matter.

                  (c) Strikes, riots, civil commotions, or labor disturbances
related to occurrences under subparagraph (1) above.

                  (d) Any act of one or more persons, whether or not agents of a
sovereign power, for political or terrorist purposes and whether the loss or
damage resulting there is accidental or intentional, except for ransom or
extortion demands.

                  (e) Any malicious act or act of sabotage, vandalism, or other
act intended to cause loss or damage.

                  (f) Confiscation, nationalization, seizure, restraint,
detention, appropriation, requisition for title or use by or under the order of
any Government (whether civil or military or de facto) or public or local
authority.

I-5

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                  (g) Hijacking or any unlawful seizure or wrongful exercise of
control of the aircraft or crew (including any attempt at such seizure or
control) made by any person or persons on board the aircraft or otherwise,
acting without the consent of the insured.

                  (h) The discharge or detonation of a weapon or hazardous
material while on the aircraft as cargo or in the personal baggage of any
passenger.

      b. For the purpose of the contract clause entitled "Indemnification Under
Public Law 85-804 (APR 1984)," it is agreed that all war risks resulting from
the provision of airlift services for a CRAF mission in accordance with the
contract are unusually hazardous risks, and shall be indemnified to the extent
that such risks are not covered by insurance procured under Chapter 443 of the
Federal Aviation Act or other insurance, because such insurance has been
canceled, has applicable exclusions, or has been determined by the Government to
be prohibitive in cost. The Government's liability to indemnify the contractor
shall not exceed that amount for which the contractor commercially insures under
its established policies of insurance.

      c. Indemnification is provided for personal injury and death claims
resulting from the transportation of medical evacuation patients whether or not
the claim is related to war risks.

      d. Indemnification of risks involving the operation of aircraft, as
discussed above, is limited to claims or losses arising out of events, acts, or
omissions involving the operation of an aircraft for airlift services for a CRAF
mission, from the time that aircraft is withdrawn from the contractor's regular
operations (commercial, DOD, or other activity unrelated to airlift services for
a CRAF mission) until it is returned for regular operations. Indemnification
with regard to other contractor personnel or property utilized or services
rendered in support of CRAF missions is limited to claims or losses arising out
of events, acts, or omissions occurring during the time the first prepositioning
of personnel, supplies and equipment to support the first aircraft of the
contractor used for airlift services for a CRAF mission is commenced until the
timely removal of such personnel, supplies and equipment after the last such
aircraft is returned for regular operations.

      e. Indemnification is contingent upon the contractor maintaining, if
available, non-premium insurance under Chapter 443 of the Federal Aviation Act
and normal commercial insurance, as required by this contract or other competent
authority. Indemnification for losses covered by a contractor self-insurance
program shall only be on such terms as incorporated in this contract by the
Contracting Officer in advance of such a loss.

5. LOSS OF USE SET RATE

      a. In lieu of seeking actual damages for loss of use under the contract
indemnification clause, FAR 52.250-1, (Section I para 2), the contractor elects
to accept the Loss of Use Set Rate described below. The election to use the set
rate is binding upon the contractor during the term of the contract for losses
resulting from unusually hazardous or nuclear risk and subject to
indemnification under Public Law 85-804.

      b. The Loss of Use Set Rate shall be determined as follows:

            (1) If the contractor insures commercially for loss of use, the
contractor shall he paid the amount that would have been due from the insurer.

            (2) If the contractor's commercial insurance does not include
coverage for loss of use, loss of use is deemed to be the subject of a
contractor self-insurance program. This is subject to P.L. 85-804
indemnification on the terms set forth in this clause. The loss of use set rate
shall be determined using the following formula:

            UTILIZATION(1) x 500 MPH x ACL(2) x ADJUSTED AMC UNIFORM RATE(3) =
AIRCRAFT VALUE PER DAY

----------
(1) Airborne hours per day. If loss occurs during a Civil Reserve Air Fleet
Mission ordered pursuant to authority available because of the activation of
CRAF, the hours of utilization will be equal to the guaranteed utilization
specified in Part I, Section B. If loss occurs during a Civil Reserve Air Fleet
Mission directed by the Commander, Air Mobility Command, or his successor, for a
mission substantially similar to or in liue of those ordered pursuant to formal
CRAF activation, the hours of utilization will be the contractor's average daily
utilization based on aircraft flight logs for the aircraft type during the 12
months prior to the beginning of the period of performance of the contract.

(2) AMC allowable cabin load per Uniform Rates and Rules.

(3) AMC uniform rate less costs not incurred (e.g., fuel, maintenance) and less
profit.

I-6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      c. The election to use the set rate versus claiming for actual losses is
binding upon the contractor for incidents arising during the term of this
contract. The set rate is only available for temporary loss of use of the
aircraft. It anticipates the contractor will act with due diligence in bringing
the aircraft back on line. Loss of Use, beyond 30 days, may be approved by the
Contracting Officer subject to determining that the contractor's plan for return
of the aircraft is fair and reasonable. If the Government so determines, it may
total out the loss in lieu of paying the set rate. The set rate does not
preclude claim for, or payment of, other damages subject to indemnification;
e.g., cost of repair.

      d. The contractor shall notify the administrative Contracting Officer at
HQ AMC/A34Y of the loss, request payment, and provide pertinent information
relating to the cause of loss. If the administrative Contracting Officer
determines the loss qualifies for indemnification under Section I, paragraphs 3
and 4, the parties shall negotiate the payment terms. In the event the
administrative Contracting Officer later determines the loss does not qualify
for indemnification, then the contractor shall refund the amount of overpayment
to the Government on demand.

I-7

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS AND EXHIBITS

ATTACHMENTS

<TABLE>
<CAPTION>
                                                                                         NUMBER
NO.    NAME                                                                              OF PAGES
---    ----                                                                              --------
<S>    <C>                                                                               <C>
1      Performance Work Statement For International Airlift Services In Support                     95
       Of The Department Of Defense And The Civil Reserve Air Fleet,
       dated 29 Mar 04

2      DD Form 254, Department of Defense Contract Security Classification               2 per carrier
       Specification

3      Wide Area Work Flow - Receipt and Acceptance (WAWF-RA) Electronic Receiving                   1
       Report and Invoicing Instructions, dated Oct 04

4      List of Government Furnished Equipment                                            1 per carrier
</TABLE>

J-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                         PERFORMANCE WORK STATEMENT FOR
                         INTERNATIONAL AIRLIFT SERVICES
                                IN SUPPORT OF THE
                              DEPARTMENT OF DEFENSE
                         AND THE CIVIL RESERVE AIR FLEET

INDEX REFERENCE

SECTION 1 - DESCRIPTION OF SERVICES
1.0       DESCRIPTION OF SERVICES
1.1       PASSENGER SERVICES
1.1.1       Contractor Representative
1.1.2       Required Information
1.1.3       In-Flight Passenger Services
1.1.4       Meal Service
1.1.5       Passenger Care During Delays
1.1.6       Passenger Care During Controllable Diversions
1.1.7       Off-Loading Passengers Short of Manifested Destination
1.1.8       Supervisory Contractor Representative (SCR)
1.2       BAGGAGE SERVICES
1.2.1       Baggage Liability
1.2.2.      Pets
1.2.3.      Service Animals
1.2.4       Animals Other Than Pets
1.2.5       Noncombatant Evacuation Operation (NEO) Missions
1.2.6       Baggage Off-Load Times
1.3       CARGO SERVICE
1.3.1       Unauthorized Restrictions
1.3.2       Cargo Missions On-Loading
1.3.3       Weight and Balance
1.3.4       Aircraft Loading
1.3.5       Blue Bark
1.3.6       Fuel On-Load
1.3.7       Mechanized Loading
1.3.8       Hand Loading
1.3.9       Contractor Representative
1.3.10      Cargo Delayed Enroute
1.3.11      Special Cargo (Signature Service)
1.3.12      Transporting Hazardous Cargo
1.3.13      Aircraft Lighting
1.3.14      Seats for Government Sponsored Personnel on Cargo Aircraft
1.3.15      Category A (CAT A) Cargo - Full Pallet and Less Than Full Pallet
            Load Cargo
1.3.16      Outsized Cargo (Maximum Payload: 120 Tons)

SECTION 2 - SERVICE DELIVERY SUMMARY (SDS)
2.0         SDS - Discrepancies
2.1         SDS - Reliability
2.2         SDS - CRAF Activation
TABLE 1     Passenger Discrepancies
TABLE 2     Cargo Discrepancies
TABLE 3     General Operations
            Schedule Reliability For Passenger And Cargo Missions
            Schedule Reliability For CAT A Cargo
            Discrepancy Performance Rate

                                                                    Attachment 1
                                                                   29 March 2004

                                   Page 1 of 6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

SECTION 3 - GOVERNMENT FURNISHED PROPERTY AND SERVICES
3.0       GENERAL INFORMATION
3.1         GOVERNMENT FURNISHED SERVICES AND EQUIPMENT
3.1.1        Transient Alert and Ramp Services
3.1.2        Terminal and Traffic Services
3.1.3        Environmental Support
3.1.4        Emergency Health Service Facilities
3.2         SPECIAL HANDLING EQUIPMENT
3.3         PASSENGER MANIFESTING
3.4         PETROLEUM PRODUCTS
3.4.1        Contractor Authorization to Purchase Ground Petroleum Products
3.5         CONCURRENT SERVICING
3.5.1        Final Approval
3.5.2        Concurrent Servicing Supervisor (CSS)
3.5.3        Supervisory Contractor Representative (SCR)
3.5.4        Authorized Vehicles
3.5.5        Auxiliary Power Unit (APU)
3.5.6        Flight Crew Briefing
3.5.7        Inertial Navigation System (INS)
3.5.8        Radios and Radar Systems
3.5.9        Electrical Systems
3.5.10       CSS Concurrence
3.5.11       Wing and Fuel Vents
3.5.12       Copy of Contractor's Aircraft Refueling Procedures
3.6         BILLETING AND MEALS
3.6.1         Billeting and Meals for Contractor Employees
3.7         AEROSPACE GROUND EQUIPMENT (AGE)
3.8         CONTRACTOR USE OF MILITARY COMMUNICATIONS FACILITIES
3.9         CONTRACTOR STORAGE AT MILITARY INSTALLATIONS
3.10        WARSAW CONVENTION
3.11        PORTABLE OXYGEN BOTTLES (FOR AEROMEDICAL EVACUATION (AE) ONLY)

SECTION 4 - GENERAL INFORMATION
4.0         GENERAL OPERATIONS
4.1          Control of Aircraft
4.2         SECURITY
4.2.1        Regular and Frequent Entry Into Restricted Areas
4.2.2        Facility Security Clearance
4.2.3        Personnel Security Clearance
4.2.4        Operations Security (OPSEC)
4.2.5        Contractor Company Personnel and Company Facility Security Office
             (FSO)
4.2.6        Authentication Materials
4.2.7        Aircraft Physical Security
4.2.8        Classified Correspondence
4.3         PASSPORTS AND GENEVA CONVENTION CARDS
4.3.1        Passports
4.3.2        Geneva Conventions Identity Card (DD Form 489)
4.3.3        Personnel Authorized to Receive the Geneva Conventions Card
4.3.4        Issuing the Card During CRAF Activation
4.3.5        Accountability of Forms
4.3.6        Lost Cards
4.4       COMMUNICATIONS
4.4.1        Messages
4.4.2        Standard Communications
4.4.3        Communications Procedures
4.4.4        Establishing Communications with Destination Station

                                                                    Attachment 1
                                                                   29 March 2004

                                   Page 2 of 6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-OOO5
                                                   CONTRACT NO: FA4428-04-D-0013

4.4.5        Establishing Communications with Transit Stations
4.4.6        Point-to-Point Communications
4.4.7        AMC/TACC Operations Centers
4.4.8        Deviation from Mission Schedule
4.4.9        Early Departure and Early Arrival
4.4.10       Human Remains
4.5       NAVIGATION ROUTE KITS
4.5.1        Number of Kits Required
4.5.2        Points of Contact
4.5.3        Storage and Maintenance
4.5.4        Replacement Charts and Flight Information Packets (FLIPs)
4.6       CREW DUTY DAY REQUIREMENTS
4.6.1        Scheduling Limits
4.6.2        Execution Limits
4.6.3        Ciew Rest
4.6.4        Deadhead Transportation
4.7       FLYING IN CONTROLLED AIRSPACE
4.8       ROUTE SUPPORT
4.8.1        Intracompany Route Support
4.8.2        Intercompany Route Support
4.8.3        Revenue Route Support (Organic)
4.8.4        Priorities
4.9       SCHEDULED TRAFFIC AND OPERATIONAL STOPS
4.10      EXCESS ACL
4.10.1       AGO Approved Substitution of Larger Aircraft Type
4.10.2       Excess Weight Capacity
4.11      MAINTENANCE
4.11.1       Scheduled Maintenance
4.11.2       Enroute Turnaround Maintenance Checks and Servicing
4.12      SAFETY BARRIERS
4.13      PETROLEUM SUPPORT
4.13.1       POL for One-Way Trips
4.13.2       POL for One-Way or Round Trips
4.13.3       POL Products at Military Bases
4.14      UNUSUAL WEATHER CONDITIONS
4.14.1       Weather Diversions
4.15      AUTHORITY TO LEAVE UNSAFE AIRCRAFT
4.15.1       Determinations to Leave Unsafe Aircraft
4.16      CLEARANCES
4.16.1       Landing Rights
4.16.2       Diplomatic Clearances
4.16.3       Air Route Traffic Control Clearance of Aircraft
4.16.4       CRAF Alternate Landing Permit
4.17      ALTERNATE AIRPORTS
4.18      AUTHORIZED TRANSPORT OF GOVERNMENT PERSONNEL ON FERRY SEGMENTS
4.19      AIRFIELD RESTRICTIONS
4.19.1       Airport Qualification Program
4.20      AIRFIELD APPROACH DATA
4.21      EXTENDED PARKING
4.21.1       Criteria for Consideration of Requests for Extended Parking
4.21.2       Procedures for Requesting Extended Parking
4.22      MISSION POSITIONING - PEACETIME
4.22.1       Ground Times at Enroute Stations
4.22.2       Ground Times at Turnaround Stations
4.22.3       Off-Load Times at Destination (Terminating) Stations
4.23      SECURE LAUNCH

                                                                    Attachment 1
                                                                   29 March 2004

                                   Page 3 of 6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.24      POSITIVE LAUNCH
4.25      GROUND CHEMICAL WARFARE DEFENSE ENSEMBLE (GCWDE)
4.25.1       GCWDE Training
4.25.2       GCWDE Associated Personnel
4.26      AEROMEDICAL TESTING AND TRAINING
4.27      AEROMEDICAL DATA
4.27.1       Work Order Information
4.28      CONTINGENCY ALERT

APPENDIX 1 - DEFINITIONS AND ACRONYMS

APPENDIX 2 - REFERENCED PUBLICATIONS AND FORMS

APPENDIX 3 - REQUIRED REPORTS
1.0       GENERAL
2.0       LIST OF AIRCRAFT
2.1       ALL OPERATIONS
3.0       NOTICE OF ACCIDENTS - DOD MISSIONS
4.0       NOTICE OF ACCIDENTS - ALL CARRIER OPERATIONS
5.0       AIRCRAFT MEDICAL INCIDENTS
6.0       DOD CASUALTIES
7.0       MILEAGE REPORT
8.0       GENEVAL CONVENTION ID CARD ANNUAL REPORT
9.0       CONTRACTOR'S AIRCRAFT STATUS REPORT
10.0      HAZARD REPORTING
11.0      PROOF OF DELIVERY (POD) MONTHLY REPORTS
12.0      ELECTRICAL CONNECTOR DATA
13.0      SPOTLIGHT REPORTS
14.0      CONFIGURATION CONTROL
15.0      CIVIL AIRCRAFT LANDING PERMIT
16.0      PASSENGER CARE CONTINGENCY PLAN
17.0      FUEL ADJUSTMENT PROCEDURES
17.1         Report Submission
17.2         Instructions

SAMPLE REPORTS
APPENDIX 3A           LIST OF AIRCRAFT
APPENDIX 3A-1         LIST OF AIRCRAFT SUPPORTING USE OF ANOTHER CARRIER'S MVPS
APPENDIX 3B           MONTHLY FUEL REPORT SUMMARY
APPENDIX 3B-1         ONE-WAY MILEAGE REPORT
APPENDIX 3B-2         ROUND-TRIP MILEAGE REPORT
APPENDIX 3C           INTENTIONALLY LEFT BLANK
APPENDIX 3D           INTERCOMPANY ROUTE SUPPORT REQUEST AND AUTHORIZATION
APPENDIX 3E           REVENUE ROUTE SUPPORT AND AUTHORIZATION
APPENDIX 3F           SAMPLE PROOF OF DELIVERY (POD) REPORT

APPENDIX 4            DIPLOMATIC CLEARANCE GUIDANCE
1.0       DIRECTIVES
2.0       GENERAL
2.1          Article 35
3.0       RESPONSIBILITY
4.0       TYPES OF CLEARANCES
5.0       AMC ACQUIRED CLEARANCES
5.1          Mission Changes
6.0       ENTRY AND EXIT REQUIREMENTS
7.0       CIRCUMNAVIGATING

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

8.0       CALL SIGN USE
8.1           Example 1
8.2           Example 2
9.0       TACC/XOCZD ASSISTANCE
10.0      AMC'S AUTOMATIC E-MAIL
11.0      CONTACT INFORMATION

APPENDIX 5            CIVIL RESERVE AIR FLEET (CRAF) ACTIVATION
1.0        DESCRIPTION OF SERVICES
2.0        GOVERNING DOCUMENT
2.1          Aircraft Operations
2.2          Aircraft Maintenance
2.3          Authority To Activate
2.4          Incremental Activation And Deactivation
2.5          Aircraft Call Up And Release
2.6          Contractor Duties
2.7          Minimum Utilization Of International (Long-Range Section) Segment
2.8          Aircraft Substitution
2.9          Volunteer Contractors
2.10         Response Time
2.11         Commercial Pallets
3.0        CRAF ACTIVATION PLANNING
3.1          Self-Support
3.2          Command And Control (C2) Agency
3.3          Personnel
3.4          Loading Supervisors
3.5          Crew Composition
3.6          Civil Airlift Support Element (CASE)
3.7          Logistic Support Planning
3.8          POL Facilities And Resupply Capability
4.0       CRAF ACTIVATION NOTIFICATION AND CONTRACTOR ACTIONS
4.1          CRAF Activation Warning Message
4.1.1            Stage I, II and III Activation Warning Message
4.2          Stage I, II, and III Activation Message
5.0       NAVIGATION ROUTE KITS
5.1          In-Flight Command Communication Procedures
5.2          Early Departure
5.3          Route Support
5.3.1            Route (Ground) Support Traffic
5.4          Deficiencies In Support
5.5          Material Handling Equipment (MHE) During Activation
5.5.1            Contractor-Provided MHE
5.5.2            Contractor-Positioning of MHE
5.5.3            Government-Positioning of MHE
5.5.4            Payment for MHE
5.6          Regroup Operations
5.6.1            Preservation Of Airlift Resources
5.6.2            Aircraft In Flight
5.6.3            North American Aerospace Defense (NORAD)
5.6.4            Dispersed Aircraft
5.7          Traffic And Terminal Services
5.8          Communications Networks
5.8.1            Global High Frequency (HF) System
5.8.2            Aircraft Communications
6.0.      AEROMEDICAL EVACUATION
6.1          Required Performance

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

6.2         Installation and Removal of CRAF AESS
6.2.1          Positioning And Depositioning
6.3         FAA Approved Training Program
6.4         Contractor-Provided Services
6.5         Hazardous Cargo
6.6         Certified Medical Equipment
6.7         Execution Of Flight
6.7.1          Refueling And Liquid Oxygen (LOX)
6.7.2          Information Execution
6.7.3          Flight Attendant Duties
6.7.4          AECM Requirements
6.7.5          Medical Restrictions
6.7.6          Medical Emergencies
6.7.7          Medical Attention During Takeoff
6.7.8          Medical Attention During Takeoff
6.8         Aircraft Identification
6.9         Configuration Control
6.9.1          Drawing Submission
6.9.2          Aircraft Configuration
7.0       CONTRACTOR ENROUTE SUPPORT
7.1         Contract Provisions for Contractor Enroute Support
7.1.1          Contractor Enroute Support Services
7.2         GCWDE Management
7.3         Limiting Factors
7.4         Billing Information
7.4.1          Period of Obligation and Limits of Payments for Services
7.4.2          Charges to the Contractor Enroute Support Station
7.4.3          Charges to the Government

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                           PERFORMANCE WORK STATEMENT
                                       FOR
                         INTERNATIONAL AIRLIFT SERVICES
                                IN SUPPORT OF THE
                              DEPARTMENT OF DEFENSE
                                     AND THE
                             CIVIL RESERVE AIR FLEET

                                    SECTION 1

                             DESCRIPTION OF SERVICES

1.0. DESCRIPTION OF SERVICES: The contractor (or in the case of a contractor
Team Arrangement (TA), the entity of the contractor TA operating the aircraft)
shall provide all personnel, training, supervision, fully operational equipment,
facilities, supplies and any items and services necessary to perform
international long-range and short- range airlift services in support of the
Department of Defense (DOD) during peacetime and during Civil Reserve Air Fleet
(CRAF) activation, unless otherwise specified in this Performance Work Statement
(PWS) as Government- furnished materials or services. The Government shall be
given full use of the entire aircraft, unless otherwise stated. All aircraft
utilized shall be licensed, operated and maintained in accordance with all
applicable rules and regulations of the Federal Aviation Administration (FAA)
and Department of Transportation (DOT). In addition, all applicable rules and
regulations of the United States Department of Agriculture (USDA), as well as
requirements of the International Air Transport Association (IATA), shall apply.
Services under this contract shall include passenger, cargo and aeromedical
transportation.

1.1. PASSENGER SERVICES: Passenger services shall include passenger processing
and boarding (when required), care of passengers during flight delays and
diversions, and post flight passenger care. Passenger service shall not be Less
than that provided in commercial charter service, commensurate with customs,
practices and standard procedures of particular airports and countries and this
PWS.

1.1.1. CONTRACTOR REPRESENTATIVE: A contractor representative shall be
available, in person or via telephone, at all originating, enroute, turnaround,
and terminating points, at least three hours in advance of all scheduled trip
departures or actual arrivals (whichever is earlier). This representative shall
be responsible for providing necessary information and coordinating with
Government personnel, and shall have the authority to react to and effect
necessary changes.

1.1.2. REQUIRED INFORMATION: The contractor shall provide the following minimum
information to the Government no later than three hours prior to departure time:
type aircraft; tail number; Allowable Cabin Load (ACL) in passenger seats and
pounds all segments; cube allowable in the belly compartments; and belly weight
by compartment. The contractor's representative shall sign the local station
load planning form to indicate receipt of actual load breakdown.

1.1.2.1. SEAT MAPS: Contractor shall furnish seat maps conforming to the
configuration of its aircraft, to Headquarters (HQ) AMC/A67I, at least 30 days
prior to the start of a channel mission or seven days after contract award,
whichever is earlier. Seat maps must clearly identify the location of all
emergency exists. Where required seat spacing results in less rows of seats than
are indicated in the aircraft's overhead numbering system, the excess row
numbers and seats should be blanked out to minimize confusion.

1.1.2.2. SEAT BLOCKING: The Government may utilize up to the maximum standard
ACL for passengers and their allowable baggage. The contractor shall not be
allowed to block off any area of the aircraft for nonuse or load route support
crew or equipment over the maximum standard ACL unless a waiver is received from
the Administrative Contracting Officer (ACO) in advance. However, on all
long-range international flights, contractors are authorized to block up to
three seats for flight attendant crew rest. These seats shall be designated and
approved prior to the start of a mission and shall be easily identified as "AMC
Approved Crew Rest Seats". Unless otherwise pre-approved by the ACO, these seats
may only be used for flight attendant rest during mission operation and not for
movement of pilots, mechanics or other route support.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.1.2.3. PASSENGER MANIFESTING: For all passenger missions, except as provided
for below in paragraph 1.1.2.3.1., the Government will perform passenger
manifesting and check-in up to the point where baggage is placed on conveyor
belt. At all Gateway locations, once baggage is rotated from sight, it becomes
the responsibility of the contractor. At all military locations, the Government
retains responsibility for baggage until it is loaded on the aircraft.

1.1.2.3.1. PASSENGER PROCESSING AT NON-GATEWAY LOCATIONS: On occasion, AMC may
have requirements where passengers are aggregated at commercial airports where
there is no AMC Gateway in place. The carrier may be asked to subcontract the
gateway functions, which shall include but not be limited to preprocessing and
manifesting, passenger processing and check-in and customs arrival procedures.
Exact requirements for each movement will be provided to the carrier and a cost
agreed upon and added to the delivery order as a miscellaneous item at the time
of award.

1.1.2.4. TRANSPORTING ADDITIONAL ITEMS: The Government may require the
contractor to transport courier material, mail, additional baggage in any amount
not in excess of 245 pounds multiplied by the difference between the number of
passengers carried and the Guaranteed ACL (GACL). Mail and cargo required to be
transported will be of such weight and configuration as to fit readily in
otherwise unused space within the cargo or baggage compartment of the aircraft
(or both), without interference with baggage stowage.

1.1.2.4.1. REDUCTION OF ACL: In the event the contractor cannot transport the
GACL, the ACL may be reduced with the concurrence of the ACO and Deficit Traffic
may be charged in accordance with Section H, paragraph 15.

1.1.2.5. ACCEPTANCE OF UNACCOMPANIED CHILDREN: Unaccompanied children at least
eight years of age, but under 12 years of age, shall be accepted for boarding.
During flight, care of unaccompanied children is the contractor's
responsibility.

1.1.2.6. ESCORTS AND BAGGAGE ACCOMPANYING BLUE BARK: The originating station
Quality Assurance Personnel (QAP) will notify the local contractor
representative of the names of the BLUE BARK passengers on board.

1.1.2.7. WEIGHT COMPUTATIONS: When available, the contractor shall use DOD
provided weights for planning purposes. When DOD provided weights are not
available, the contractor shall use FAA weight guidelines for planning purposes.
Actual body weights, at locations where currently calibrated scales are
available, shall be used when manifesting passengers. If scales are not
available, interrogated weights of individuals shall be used in conjunction with
the following additives to determine the total weight of each individual: Boots:
5 pounds; Helmet: 5 pounds; Uniform: 5 pounds; Web Gear: 12 pounds; Weapon: 10
pounds; Hand Carried Baggage: 20 pounds. For mixed loads of military members and
their dependents (such as on channel missions), if scales are not available,
interrogated body weights may be used to determine accurate weights. Contractor
should use FAA approved weight guidance for carry-on baggage and personal items.
All items transported in cargo compartment of a commercial aircraft shall be
weighed.

1.1.3. IN-FLIGHT PASSENGER SERVICES: The contractor shall provide in-flight
passenger services equal to that provided commercial charter passengers on
international commercial flights, unless otherwise specified in this PWS.

1.1.3.1. FLIGHT COMFORT NEEDS: Additionally, the following flight comfort needs
shall be provided:

1.1.3.1.1. PILLOWS AND BLANKETS: The contractor shall provide commercially
cleaned blankets at the origination station. Pillows shall be replaced with
adequate frequency to ensure they are in a clean and serviceable condition.

1.1.3.1.2. TOWEL SERVICE: On flight segments over 4 hours, the contractor shall
provide a moist, heated, cloth towel immediately prior to each hot meal and one
hour before landing.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.1.3.1.3. IN-FLIGHT MOVIES AND STEREO: The contractor shall provide
complimentary headsets for video and audio entertainment.

1.1.3.1.4. ARRIVAL ORIENTATION VIDEO: When provided by the Government and
coordinated through the contractor, the contractor shall show an arrival
orientation video prior to aircraft arrival. The contractor shall be accountable
for videotapes placed on each aircraft

1.1.3.1.5. CHILDREN'S AMENITIES: Contractor shall provide individual in-flight
entertainment suitable for children up to age 12. The contractor shall provide
an emergency supply of disposable diapers

1.1.3.2. REIMBURSEMENT OF PENALTY FEES: In accordance with paragraph 1.1.5.1.2,
LATE BAGGAGE RECEIPT AND ONWARD TRAVEL CONNECTIONS--CONTRACTOR NON-REIMBURSABLE,
an announcement shall be made informing passengers of the contractor's
responsibility to provide reimbursement of penalty fees imposed on them by the
commercial transportation service in which they have onward transportation,
describe the process and provide all materials necessary for passengers to
obtain reimbursement.

1.1.3.3. FLIGHT CREW: Crewmembers shall be readily identifiable, with nametags
visible. Uniforms shall be commensurate with commercial standards. The
attendants shall speak English in a fluent and coherent manner.

1.1.3.4. BAGGAGE CONTAINERS FOR PE CHANNEL MISSIONS: On aircraft so equipped,
contractor shall provide complete amount of serviceable baggage containers (free
of holes and tears) necessary to accommodate the contracted ACL on all charter
flights.

1.1.3.5. BAGGAGE COMPARTMENT BARRIER NET: When baggage is loose-loaded, barrier
type nets shall be installed and used in the baggage compartment of all
passenger aircraft.

1.1.3.6. CUSTOMER SURVEYS: The Government will ensure survey cards (AMC Forms
22) for the entire ACL of the aircraft are provided to the lead flight attendant
for placement in seat back pockets. The flight attendants will announce that
survey cards are available in seat back pockets, and that completed surveys will
be collected at the last meal service of the flight. The lead flight attendant
shall hand the collected surveys to Government personnel, Surveys are not
required on the Continental United States (CONUS)-CONUS (ie: KLAX-KSEA) or
Outside CONUS (OCONUS) intra-theater (RJTY-RJSM) and inter-theater (EDDF-OKBK)
segments.

1.1.3.6.1. SURVEY REVIEW: After review by HQ AMC, these surveys will be
forwarded to the appropriate contractor who shall review and analyze the surveys
for negative comments. The contractor shall take action to ensure negative
trends are corrected and documented to the ACO.

1.1.4. MEAL SERVICE: Contractor shall provide meal portions, utensils, and
quality commensurate with that provided to business class passengers, and a
movie snack. When requested by the QAP, the contractor shall provide sample
meals.

1.1.4.1. INFANT FOOD: Equipment shall be available for refrigerating and warming
baby foods and formula. Additionally, an emergency supply of baby foods shall be
available.

1.1.4.2. MEAL SCHEDULE: The contractor shall furnish hot in-flight meals and
snacks in accordance with the schedule set forth below:

Local Time At Departure Station Of Mission

When a mission is scheduled
to depart originating station
between the hours of:               0101-0800    0801-1400     1401-0100

                                    Breakfast    Noon Meal    Evening Meal

  Meals shall be provided in

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

the following sequence
between the hours of                0130-1000    1001-1559     1600-0129

1.1.4.2.1. MEAL SERVICE EXCEPTION: Required meal service shall be based on the
above times and scheduled duration (in hours and minutes) of non-stop mission
segments specified below with the following exception: A heavy snack (i.e.,
sandwich, cookies, and chips) shall be provided between Osan and Kadena, and
between Jacksonville Naval Air Station and Guantanamo Naval Air Station (NAS),
and on one segment when a mission consists of two or more consecutive segments,
each less than two hours in duration.

1.1.4.2.1.1. SEGMENT LESS THAN 2+00: No meal or snack required.

1.1.4.2.1.2. SEGMENT 2+00 TO 4+00: One snack.

1.1.4.2.1.3. SEGMENT 4+01 TO 6+00: One hot meal.

1.1.4.2.1.4. SEGMENT 6+01 to 9+00: One hot meal plus one snack.

1.1.4.2.1.5. SEGMENT OVER 9+01: Two hot meals

1.1.4.2.1.6. ELAPSED TIME BETWEEN SERVINGS: No more than six hours shall elapse
between servings.

1.1.4.2.1.7. MEAL SERVICE DURING MISSION DELAYS: In the event of mission delays
occurring at originating, enroute, or turnaround stations not in excess of four
hours, the contractor may utilize the existing catering aboard the aircraft upon
departure, or, in accordance with delay procedures, the passengers may be ground
fed during the appropriate meal period.

1.1.4.3. ENTREE CHOICES: Passengers shall be offered a choice of two entrees for
the breakfast, lunch and dinner meals. Where the noon and evening meal are
served on the same flight, a different entree shall be offered for each meal.

1.1.4.4. BEVERAGE SERVICE: Beverages shall be available to passengers throughout
each leg of each mission. Full alcoholic beverage service (beer, wine, and mixed
drinks) shall be made available to passengers on all contract flights subject to
contractors' normal rules as to age, sobriety, charges, and schedule unless
otherwise directed by the CO. Charges may be made to passengers commensurate
with commercial operation for alcoholic beverages.

1.1.4.5. FOOD AND WATER SOURCES: Food and water provided to DOD personnel must
be from a trusted and secure vendor and transported on a secure vehicle to the
CRAF airliner. Food and water must be safe and free from disease that could
debilitate passengers and crew. See Section K, paragraph 16.

1.1.5. PASSENGER CARE DURING DELAYS: The contractor shall coordinate all aspects
of delays to ensure adequate passenger service is provided.

1.1.5.1. CONTROLLABLE DELAYS: The contractor shall be required to provide the
following passenger care during all contractor controllable delays: hot meals
(if the delay extends over a meal period), billeting and transportation to and
from feeding point and billeting. This care shall be extended to all passengers
after the aircraft has blocked out and manifested passengers at originating,
enroute, turnaround and return enroute stations, unless the delay is in effect
prior to the original manifest closeout time. If the delay is in effect prior to
the original manifest closeout time, the contractor shall not be required to
care for space available passengers.

1.1.5.1.1. OVERNIGHT DELAYS: Overnight billeting will be considered when the
delay is more than four hours, crew rest is required due to the length of the
delay, or a passenger convenience delay is declared. Passenger convenience
delays and overnight billeting determinations will be declared only by the CO.
When passenger care during delays requires overnight billeting, the contractor
shall ensure each delayed, unaccompanied passenger is afforded the opportunity
to have a separate room, except for those desiring to share a room. When
procuring meals, transportation and billeting, first priority shall be given to
families. The following times indicate

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                                                                   29 March 2004

                                  Page 4 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

the longest acceptable elapsed time the contractor has to deliver the last
passenger to billeting after overnight billeting determinations have been
declared and passengers receive their baggage:

NUMBER OF PASSENGERS ON AIRCRAFT                 TIME
--------------------------------               ---------
            1-165                              1.5 hours
            166-375                            2.0 hours
            over 376                           2.5 hours

Once the delay has been declared, distinguished visitor (DV) and emergency leave
(EL) passengers will take receipt of their baggage in accordance with times
reflected in paragraphs 1.2.6.1. DISTINGUISHED VISITOR (DV) AND EMERGENCY LEAVE
(EL) BAGGAGE, as applicable.

1.1.5.1.2. LATE BAGGAGE RECEIPT AND ONWARD TRAVEL CONNECTIONS--CONTRACTOR
NON-REIMBURSABLE: In the event any contract mission is delayed and the mission
arrives at passenger's manifested destination two hours or more after scheduled
arrival time or passengers receive their baggage after the contract delivery
times (see paragraphs 1.2.6.1. DV AND EL BAGGAGE, the contractor shall care for
passengers who are unable to make onward travel connections. Passenger care
shall be in accordance with paragraphs 1.1.5.1. CONTROLLABLE DELAYS, and
1.1.5.1,1. OVERNIGHT DELAYS above, if required. The contractor shall reimburse
passengers any penalty fees imposed on them by the commercial transportation
service in which they have onward transportation (see para 1.1.3.2.,
REIMBURSEMENT OF PENALTY FEES).

1.1.5.2. UNCONTROLLABLE DELAYS: The contractor has no responsibility for care of
passengers not yet boarded at originating, enroute, turnaround or return enroute
stations during uncontrollable delays. All passengers on-board the aircraft
after the aircraft has blocked out are the responsibility of the contractor on a
non-reimbursable basis and shall be provided the same level of passenger care as
required in paragraph 1.1.5.1. CONTROLLABLE DELAYS, as applicable. When the
contractor accepts passengers for surface transportation to an alternate
departure airport (i.e.: departing Andrews AFB, Maryland in lieu of
Baltimore-Washington International Airport), the contractor shall provide care
for the passengers.

1.1.5.2.1. LATE BAGGAGE RECEIPT AND ONWARD TRAVEL CONNECTIONS--CONTRACTOR
REIMBURSABLE: In the event any contract mission is delayed at any point and the
mission arrives at passenger's manifested destination after scheduled arrival
time, the CO may require the contractor to care for passengers who are unable to
make onward travel connections. Care of passengers shall be limited to billeting
and transportation to and from billeting arrangements in accordance with
paragraph 1.1.5.1. CONTROLLABLE DELAYS.

1.1.6. PASSENGER CARE DURING CONTROLLABLE DIVERSIONS: If the contractor over
flies an enroute station due to contractor controllable reasons, the contractor
shall care for the passengers awaiting transportation at the over flown station
and the passengers who were to be off-loaded at the over flown station until
they are delivered at the contractor's expense to the manifested destination.
Passenger care shall be provided in accordance with paragraph 1.1.5. PASSENGER
CARE DURING DELAYS.

1.1.6.1. PASSENGER CARE DURING UNCONTROLLABLE DIVERSIONS: If the contractor over
flies an enroute station due to uncontrollable reasons, AMC will care for the
passengers awaiting pickup at the enroute station. The contractor shall care for
passengers on the aircraft who were to be off-loaded at the over flown enroute
station until they are delivered at the contractor's expense to the manifested
destination or until such time as the Government provides air transportation.
The CO will coordinate with the contractor's representative and arrange
transportation for the delayed passengers as soon as possible. When
transportation is available but not used, the passengers become the
responsibility of AMC. After obtaining approval from the CO, the contractor may
decide to move the over flown passengers by air or ground transportation to the
over flown station or care for the passengers until the Government provides air
or other transportation. For a turnaround station without any other traffic
stops within the turnaround area, the CO may authorize the contractor to provide
ground transportation if it will expedite passenger movement from the diversion
point to and from the turnaround point.

1.1.7. OFF-LOADING PASSENGERS SHORT OF MANIFESTED DESTINATION: When passengers
are off-loaded short of destination at the direction of the Government, the
contractor is not responsible for the care of or further transportation of such
passengers.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.1.7.1. NO-SHOW PASSENGERS: When passengers are permitted to deplane during
ground time while transiting a station and fail to show for departure on time,
the contractor is not responsible for passenger care or further transportation.
However, the contractor shall take adequate measures to brief passengers on
departure time and to attempt to locate missing passengers in the terminal area.

1.1.7.2. BUMPING PASSENGERS ON NON-STOP SERVICE: The contractor shall provide
non-stop service as specified in Section B line items. In the event the ACL must
be reduced to provide non-stop service, the contractor shall move space required
bumped passengers on the next available scheduled service flight. The bumped
passengers become the responsibility of the contractor until moved. Care shall
be provided in accordance with paragraph 1.1.5.1., CONTROLLABLE DELAYS. In
addition, if deemed appropriate by the ACO, the contracted price will be
discounted by the percentage of bumped passengers. The discount will be computed
in accordance with (IAW) Section H, paragraph 16.

1.1.7.3. AIRCRAFT LOAD: When an aircraft is overloaded, the contractor shall
decide the number of passengers, weight, or articles that shall be carried. The
passenger ACL will be reduced with the concurrence of the ACO.

1.1.8. SUPERVISORY CONTRACTOR REPRESENTATIVE (SCR): Contractor shall provide a
SCR for concurrent servicing. Refer to paragraph 3.5. CONCURRENT SERVICING.

1.2. BAGGAGE SERVICES: The contractor shall provide baggage services as
follows:

1.2.1. BAGGAGE LIABILITY: Individual contractor liability will be limited to the
amounts specified in appropriate tariffs for international liability and in
accordance with the Warsaw Convention. Any claims over and above these dollar
amounts will be filed by the passenger with the appropriate military branch
(i.e. Army, Air Force, etc.).

1.2.1.1. ADJUDICATION OF LOST, DAMAGED, PILFERED, AND FOUND BAGGAGE OR DELIVERY
CHARGES AND DAMAGE AND PILFERAGE CLAIMS: All claims for lost, damaged, pilfered,
and found baggage shall be settled with Government passengers within 60-days of
the contractor receiving the case file from the Baggage Service Center (BSC).
Contractor shall acknowledge receipt of case files and notify the BSC of final
adjudication with the passenger. Contractor shall also provide the BSC with a
list of required items needed from the passenger to expedite the final
adjudication process for lost, damaged and pilfered baggage.

1.2.1.2. DELIVERY CHARGES INCURRED AS A RESULT OF LOST OR DELAYED BAGGAGE: All
delivery charges incurred as a result of lost or delayed baggage shall be paid
by the contractor with whom the claim is filed.

1.2.2. PETS: Pets (dogs and cats) shall be carried on PE service. The contractor
and the CO will mutually agree upon the number of pets to be moved in the
aircraft's pressurized baggage compartments according to aircraft type.
Contractor shall not accept the pet for shipment when the weight of the pet
carrier and enclosed pet(s) exceeds 150 pounds. Pets shall be accepted for
carriage at the owner's risk and subject to the requirements of the contractor.
The contractor shall make every effort to ensure the safe passage of pets in
accordance with AMC Instruction (AMCI) 24-101, Volume 15, paragraph 9.3. The
contractor shall ensure pets will be loaded last and are properly secured prior
to departure.

1.2.2.1. LIABILITY FOR PETS: If the contractor is unable to move pre-booked pets
because of a controllable delay or equipment malfunction, the contractor shall
assume liability for all billeting and subsistence for care of passengers and
pets.

1.2.2.2. IN-CABIN PET LIMITATIONS: In addition to pets transported under the
limits established pursuant to paragraph 1.2.2. PETS, the contractor shall
accept no more than three in-cabin pets on each flight, excluding service
animals. Pets in soft-sided, collapsible containers, and containers that exceed
20"L X 16""W X 8"H, shall not be accepted for in-cabin travel.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.2.3. SERVICE ANIMALS: The contractor shall transport animals trained to assist
physically impaired passengers according to established commercial practices.

1.2.4. ANIMALS OTHER THAN PETS: Live animals other than pets and service animals
shall be carried, when approved by HQ AMC and mutually agreed upon by the
contractor. These animals shall be carried in accordance with FAA regulations.

1.2.5. NONCOMBATANT EVACUATION OPERATION (NEO) MISSIONS: For the purpose of
noncombatant or other evacuation operations, the contractor shall respond to the
operation director's requirement to transport dependent family members and their
pets to a designated safe haven. During NEO missions, pets will take priority
over personal baggage movement in the cargo areas and may be in large numbers
commensurate to the number of passengers and families. To maximize the cargo
area, any number of pets can be transported in the passenger cabin in an
IATA-approved pet carrier that will fit under the seat. Larger pets will be
presented in an approved pet carrier and transported in the aircraft's
pressurized baggage compartments.

1.2.6. BAGGAGE OFF-LOAD TIMES: The contractor shall ensure that their ground
handlers meet the following baggage off-load times at Gateway locations.

1.2.6.1. DISTINGUISHED VISITOR (DV) AND EMERGENCY LEAVE (EL) BAGGAGE: DV/EL
baggage shall be available for pick up not later than 10 minutes after aircraft
block time. This baggage must be clearly marked with DV/EL tags and is the last
baggage loaded.

1.2.6.2. PET ARRIVAL TIMES: Pets shall be available for pickup not later than 30
minutes after aircraft block time.

1.2.6.3. INTERLINING BAGGAGE: Contractor shall interline baggage in accordance
with commercial practices.

1.3. CARGO SERVICE: The contractor shall provide safe on-loading and
off-loading, transportation, protection, accountability, and timely delivery of
Government cargo in accordance with applicable Federal Aviation Regulations (F
ARs) and the provisions of this contract. The contractor shall be responsible
for load planning, weight and balance, secure fastening, and any required
special handling. When cargo is loaded by Government personnel, the contractor
shall ensure cargo loaded is secure and in accordance with FARs. Cargo and
baggage may include hazardous material Classes 1 through 9 as defined in the
IATA Dangerous Goods Regulation.

1.3.1. UNAUTHORIZED RESTRICTIONS: Prior to positioning the aircraft for flight,
all unauthorized restrictions to cube shall be removed from the cargo
compartment. B-727 aircraft must be equipped with threshold assembly (cargo door
lock guards) when on-loading or off-loading cargo.

1.3.2. CARGO MISSIONS ON-LOADING: Prior to aircraft arrival, the Government will
provide information on cargo available for movement. Palletized load will
include the weight of the cargo and pallet combined. The contractor's
representative or pilot in command shall provide the AMC traffic representative
with an appropriate form showing the planned load breakdown (aircraft
capability) for each trip. This information shall be provided four hours prior
to scheduled departure for narrow body aircraft and six hours prior for wide
body aircraft. The contractor shall use the local station load planning form or
contractor's form, which shall include the following data: trip number and date;
type aircraft; palletized and non-palletized cargo; ACL in pounds this segment;
ACL in pounds critical segment; cube allowable in main compartment and belly
compartments and compartment breakdown, including weight in pounds and cubic
feet to assure a weight balance center of gravity within aircraft limitation.
The contractor shall sign the local station compartment breakdown indicating
approval of load breakdown.

1.3.3. WEIGHT AND BALANCE: The contractor shall be responsible for weight and
balance of the cargo loading and shall make a visual check of cargo load and, if
required, indicate approval of loading by signing the station compartment
breakdown. The Government will be responsible for the accuracy of the weights
entered on the form by the loading supervisor.

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 7 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.3.4. AIRCRAFT LOADING: The Government will load the aircraft according to the
contractor provided planned load breakdown. The Government representative will
furnish the contractor personnel with flight manifests listing the cargo to be
moved. The Government will provide shoring as required.

1.3.5. BLUE BARK: Cargo accompanied by a BLUE BARK passenger at the commercial
facility normally is accepted from the Government at planeside and delivered to
the Government at planeside, unless directed by special contract provisions
requiring pickup and delivery at a particular location.

1.3.6. FUEL ON-LOAD: The contractor shall request estimated fuel on-load
one-and-one-half hours prior to scheduled departure time. The Government will
provide the actual load information to the contractor at least one hour prior to
scheduled departure time for computation of actual fuel on-load.

1.3.7. MECHANIZED LOADING: Aircraft shall be equipped with mechanized roller
systems or rail systems that are compatible with 463L configured pallets and
equipment.

1.3.7.1. ADDITIONAL TIE DOWN EQUIPMENT: When additional tie down equipment is
necessary to secure the loaded pallet to the aircraft, and prior coordination is
made, the contractor shall furnish it. The contractor shall provide sufficient
quantities of tie down equipment for separate tie down of heavy items such as
engines or other types of cargo that must be secured separately.

1.3.8. HAND LOADING: When aircraft requires hand loading, the contractor shall
ensure the aircraft is loaded in accordance with FAA requirements. Aircraft may
be solid loaded provided it complies with FAR 25.857(e). Under solid loading, a
fire aisle is not required. The contractor shall provide sufficient quantities
of tie down equipment, including separate tie down of heavy items such as
engines or other types of cargo that must be secured separately.

1.3.9. CONTRACTOR REPRESENTATIVE: A contractor representative shall be
available, in person or via telephone, at all originating, enroute, turnaround
and terminating points. At the originating station of a cargo mission,
contractor personnel shall be available four hours prior to scheduled departure
time for narrow body aircraft and six hours prior to scheduled departure time
for wide body aircraft. At all enroute, turnaround and terminating points, a
contractor representative shall be available at least three hours in advance of
all scheduled trip departures or actual arrivals, whichever is earlier. This
representative shall be responsible for providing necessary information and
coordinating with Government personnel, and shall have the authority to react to
and effect necessary changes.

1.3.10. CARGO DELAYED ENROUTE: If it is necessary to off-load cargo at any
enroute commercial facility other than at the direction of the CO, the
contractor shall immediately notify the ACO of its arrangements for movement of
cargo to the originally consigned designation. The contractor shall be
responsible (at his expense) for off-loading and safeguarding such cargo from
loss, theft or damage by the elements or other causes and for moving the cargo
to its originally consigned designation unless the contractor is relieved of
this responsibility by the ACO. The provisions of Section H, paragraph 15 apply
in determining whether the contractor should be charged a deficit.

1.3.10.1. CARGO SAFEGUARDING: In the event of an accident, the contractor shall
be responsible for providing continuous protection of all cargo aboard the
aircraft and for delivery of the cargo to the point designated by the ACO. Any
expenses incurred by the contractor in connection with safeguarding cargo
off-loaded at the direction of the ACO at any commercial field will be
reimbursable to the contractor.

 1.3.11. SPECIAL CARGO (SIGNATURE SERVICE): The contractor shall provide
 signature service from origin to destination of the shipment for registered
 mail, AMC pouches, high value cargo, and life or death urgency shipments. The
 purpose of signature service is to provide continuous responsibility for
 custody of the material during transit. A contractor station representative or
 crewmember, who must be a US national, shall be responsible for signing for
 such shipments at station of origin and obtaining the signature of an
 authorized Government representative at destination. The DD Form 1907,
 SIGNATURE AND TALLY RECORD, or the manifest accompanying the shipment may be
 used to sign for shipments. At enroute military stations, the Government will
 secure shipments during the ground time of the aircraft if requested through
 the Operations Center or Command Post at least one hour prior to landing. At
 enroute commercial stations, the contractor shall provide its own security.
 When a crew change is made enroute, the contractor's station representative
 shall be responsible for briefing the incoming crew of the signature service
 shipments on board the aircraft.

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 8 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

1.3.11.1. UNSCHEDULED INTERRUPTION ON FLIGHTS CONTAINING SIGNATURE SERVICE: In
the event a flight containing signature service material is delayed, interrupted
or terminated at an unscheduled point, immediate notice shall be given to the
ACO. Prompt and strict compliance with instructions received pertaining to the
security of the material shall be maintained.

1.3.12. TRANSPORTING HAZARDOUS CARGO: The Government will ensure all hazardous
materials are properly prepared and cleared for air movement prior to loading
the aircraft. Prior to departure, the Government will furnish the pilot in
command a written briefing to include the following information: proper shipping
name, UN number, and hazard class and division; quantity in terms of weight or
volume; location of the hazardous item in the aircraft; NEW for UN hazard class
and division 1.1., 1.2., or 1.3.; passenger authorization; cabin smoking
restrictions; and special handling instructions. When transporting hazardous
material on cargo flights, the contractor shall transport material in accordance
with Air Force Manual (AFMAN) 24-204(I) as provided by the DOT Exemption 7573.
Whenever hazardous materials are on board the aircraft, the pilot in command
shall enter the following information in the remarks section of the flight plan:
proper shipping name, classification, and net explosive weight (NEW); and shall
advise the tower or ground control prior to taxiing and landing. Identification
shall include aircraft identification number, NEW, or quantity of other
hazardous materials, hazard class/division proper shipping name, United Nations
(UN) number, and Estimated Time of Arrival (ETA)/Estimated Time of Departure
(ETD). Refer to Appendix 3, paragraph 10.0. HAZARD REPORTING.

1.3.12.1. REQUIRED REGULATION: Contractor shall ensure each aircraft
transporting explosives and other hazardous materials has on board a current
copy of the International Civil Aviation Organization (ICAO), "Emergency
Response Guidance for Aircraft Incidents Involving Dangerous Goods" handbook.

1.3.13. AIRCRAFT LIGHTING: Lighting system will sufficiently illuminate all
loading compartments of the aircraft ensuring safe conditions for cargo loading
and unloading operations.

1.3.14. SEATS FOR GOVERNMENT SPONSORED PERSONNEL ON CARGO AIRCRAFT: The
Government will advise the contractor 24-hours prior to scheduled departure of
the mission of the number of seats required. When requested, the contractor
shall provide two seats for Government sponsored personnel in the heated portion
of the aircraft. These seats shall be provided at no extra cost, if not utilized
by the contractor for immediate mission support as approved by the ACO. When
requested and subject to the availability of space and configuration of the
aircraft, a third seat shall be provided at no additional cost. In addition,
such seats may be used by Contract Administrators (CAs) and QAPs in performance
of their duties. The seats may be jump, observer, or passenger seats and must be
readily accessible to the crew compartment. These seats shall be provided on
ferry legs of cargo flights, on a space available basis, for use by CAs and QAPs
in performance of their duties.

1.3.14.1. MEALS FOR GOVERNMENT SPONSORED PERSONNEL ON CARGO AIRCRAFT: Government
sponsored personnel on cargo aircraft shall be served a meal or snack equivalent
to that served the flight crewmembers.

1.3.15. CATEGORY A (CAT A) CARGO--FULL PALLET AND LESS THAN FULL PALLET LOAD
CARGO: The following applies to CAT A cargo for both full pallet and less than
full pallet cargo loads:

1.3.15.1. DELIVERY TIMES: Delivery of one-way door-to-door service shall be 96
hours calculated from time of receipt by contractor until released to the
Government representative at the destination, excluding weekends and Federal and
National holidays. Exception: Delivery of MEDEX cargo for Pirmasens, Germany
shall be 72 hours calculated from time of receipt by contractor until released
to the Government representative at the destination, excluding weekends and
Federal and National holidays. Only the first weekend's 48 hours and holiday(s)
(if applicable) are to be subtracted from the gross transit times to determine
net transit times. If the contractor fails to effect delivery, all subsequent
weekends and holidays should be considered part of the net delivery time. Normal
operating hours at CONUS Government installations are considered to be from
0600-1600 hours daily; however, hours may be extended due to world conditions.
Each depot will coordinate with the contractors during times of extended hours.
Operating hours for OCONUS locations vary by location and ever changing
political atmosphere throughout the world. Contractors are strongly encouraged
to coordinate directly with receiving agency to establish acceptance hours and
changes. Notify the ACO of recurring or prolonged Government controlled delivery
problems that prevent

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 9 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

timely performance within the contract standard. The frequency of pickup is
Monday through Friday, but pickup on Saturday, Sunday or holidays may be
required during times of world unrest. If the contractor normally picks up other
than Monday through Friday (i.e.: Saturday, Sunday or holidays), this pick-up
service shall be offered to the Government at no increase in rate.

1.3.15.2. PACKAGING AND MARKING OF CARGO: The Government or vendor will properly
pack cargo offered for air movement to prevent damage of cargo, person, or
property during the flight. Shipments of material identified by the DOT as
regulated must be packaged, marked and labeled in accordance with applicable
FAA, IATA, and DOT regulations. If a shipment needs to be disassembled by the
contractor, the contractor shall completely reassemble the shipment in its
original configuration before delivery. If cargo being delivered to US Army
Medical Materiel Center, Europe (USAMMCE) in Pirmasens, Germany is palletized by
the contractor, they shall use P6 or any flat pallet open on all sides.

1.3.15.3. CARGO ACCEPTABILITY: Contractor shall transport, subject to
availability of suitable equipment and space, general merchandise, goods, wares,
and products of all kinds, unless otherwise excluded by contractor's
regulations, and provided:

      o     The transportation, or the exportation or importation thereof, is
            not prohibited by the laws or regulations of any country to be flown
            from, to, into, or over;
      o     They are packed in a manner suitable for carriage by aircraft;
      o     They are accompanied by the requisite shipping documents;
      o     And they are not likely to endanger aircraft, persons or property,
            or cause annoyance to passengers.

1.3.15.4. GOODS ACCEPTABLE ONLY UNDER PRESCRIBED CONDITIONS: The following goods
are acceptable for carriage:

1.3.15.4.1. FIREARMS: Unloaded sporting firearms, including pistols, shotguns,
rifles, and trap line guns, may be carried.

1.3.15.4.2. PERISHABLES: The contractor shall ensure all perishable material is
properly packed, marked and labeled to maintain accountability and identify
handling criteria for prudent care in preventing neglect, deterioration and
compliance with IATA requirements. When necessary, add wet or dry ice to
material and repack once the package has reached its expiration time and date.
Perishable shipments will be accepted without liability on the part of the
contractor if normal standard of care is exercised.

1.3.15.5. UNUSUAL SHIPMENTS: With ACO approval, contractor may refuse cargo of
extreme length, unusual shape or excessive weight for transportation unless
handling arrangements have been previously made.

1.3.15.6. SERVICE RELIABILITY: The contractor shall maintain a minimum schedule
reliability (as stated in the Service Delivery Summary (SDS)) for the times
outlined in paragraph 1.3.15.1. DELIVERY TIMES. Specific instructions for
reliability calculations and examples of calculations can be found in paragraph
2.6, NOTES.

1.3.15.7. INTRANSIT VISIBILITY FOR CAT A CARGO SHIPMENTS: Contractor shall
provide in transit movement data on all shipments to the Government within
approximately one hour of departure from contractor's aerial port of embarkation
(APOE), within approximately one hour of arrival at contractor's aerial port of
debarkation (APOD), within approximately one hour of departure from contractor's
APOD, and within approximately 24 hours of arrival at consignee's facility. Data
shall be formatted IAW DOD 4500.9R, DEFENSE TRANSPORTATION REGULATION, PART II
and sent via automated means, (i.e. e-mail), to AMC/A3RB. If data is received by
the Government in unreadable condition, contractor shall retransmit the data
within 24 hours of Government's request for retransmission.

1.3.15.7.1. PRE-ALERT NOTIFICATION: The contractor shall provide end-user
pre-alert notification within four hours of pickup of deliveries at origin for
all shipments, followed by a revised pre-alert notice at least 24 hours in
advance of delivery (or as soon as delay is known if less than 24 hours) if
delays in transit occur. The pre-alert is intended to assure access to dock
space and ready availability of personnel and material handling equipment. The

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 10 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

pre-alert should provide, at a minimum, the following information:
Transportation Control Number (TCN), number of pallets, weight of pallets and
pieces to be delivered, date and time to be delivered, which pallet(s) contain
perishable items and medical priority shipments or other cargo requiring special
handling.

1.3.15.8. MISROUTED SHIPMENTS: Contractor shall notify the intended end
destination customer of misrouted shipment(s). The contractor will provide the
Bill of Lading number of the misrouted shipment and the new arrival time to the
customer at this time.

1.3.15.9. PROOF OF DELIVERY (POD) REPORT: A POD report shall be submitted every
month IAW the requirements outlined in Appendix 3, paragraph 11.0., POD MONTHLY
REPORTS. A sample POD Report is provided as Appendix 3F.

1.3.15.10. HAZARDOUS CARGO SHIPMENTS: All hazardous materials shipments must be
in air authorized containers and meet 49 Code of Federal Regulations (CFR) or
IATA standards or IAW AFMAN 24-204(I) as provided by DOT Exemption 7573 for
packaging, marking, and labeling. User must ensure hazardous shipments are
tendered separately. Reference Appendix 3, paragraph 10.0., HAZARD REPORTING.

1.3.15.11. CAT A CARGO: The following applies to CAT A cargo for full pallets
only:

1.3.15.11.1. ROLLER-BED TRUCKS. The contractor shall maintain sufficient
roller-bed trucks at the depots at all times. The suggested number of roller-bed
trucks is six at the New Cumberland facility, Defense Depot, Susquehanna, PA
(DDSP), and four at the San Joaquin Facility, Defense Depot, San Joaquin, CA
(DDJC). The contractor shall not provide any flatbed trucks for cargo being
shipped out of either facility.

1.3.15.11.2. CARGO MANIFEST: Each CAT A cargo shipment will be accompanied by
cargo manifests and cargo detail records. Contractor shall annotate two copies
of the cargo manifest with the following certificate and return them to the AMC
Air Terminal Operations Section at station of origin within 24 hours after the
flight departs.

"I certify the above manifested cargo was loaded aboard ______________ (name

of CAT A Carrier), flight number _______________________ (indicate number) by

(AMC transportation or contractor) loading personnel on _____________ (date)."

                                          Signature of Contractor Representative

1.3.16. OUTSIZED CARGO (MAXIMUM PAYLOAD: 120 TONS): Performance requires
aircraft equipped with rear loading ramp and nose loading. The aircraft shall be
capable of transporting outsized cargo and heavy equipment. Cargo to be
transported is expected to exceed dimensions of a B-747. Aircraft used for this
requirement must be able to fly in foreign restricted areas. Maximum payload:
120T.

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 11 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                    SECTION 2

                         SERVICE DELIVERY SUMMARY (SDS)

2.0. SDS--DISCREPANCIES

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                        PERFORMANCE
                         DISCREPANCY                               PWS PARAGRAPH(S)                      THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Passenger, Cargo and General Operations            Refer to below tables for individual   95% or higher computed on a
      Discrepancies as outlined in Tables 1, 2 and       discrepancies, weighting and PWS       rolling three-month average for
      3 below                                            references                             carriers with 30 or more
                                                                                                departures *(See paragraph
                                                                                                2.6(3) below for specific
                                                                                                computation information)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.1. SDS--RELIABILITY

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                     SCHEDULE RELIABILITY                          PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Provide on-time departure for all cargo and        1.0., 1.1., 1.2., 1.3.                 All aircraft depart within 20
      passenger missions                                                                        minutes after the scheduled
                                                                                                departure time
                                                                                                (See paragraph 2.6(1) below)
-------------------------------------------------------------------------------------------------------------------------------
2.    Provide CAT A cargo service within Time            1.3.15., 1.3.15.1., 1.3.15.7.,         Cargo delivered within 96 hours
      Definite Delivery (TDD) reliability                1.3.15.8., 1.3.15.11.2.                from pick-up, 95% of the time
      standards.                                                                                (See paragraph 2.6(2) below)
-------------------------------------------------------------------------------------------------------------------------------
3.    Provide CAT A Proof of Delivery Reports            1.3.15.9.                              100% on time submission
      NLT 15th of month following performance of
      service
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.2. SDS--CRAF ACTIVATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                         DISCREPANCY                               PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Provide Aircraft within Required Timeframe         App 5, 2.10.                           100%
-------------------------------------------------------------------------------------------------------------------------------
2.    Expand Resources as Required to Support 24 hour    App 5, 3.2.                            100%
      per day Operations Center
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.3. TABLE 1--PASSENGER DISCREPANCIES

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                          CRITICAL                                 PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Contractor Representative available within         1.1.1.                                 No mission impact
      required times                                                                            identified. No validated
                                                                                                customer complaints.
-------------------------------------------------------------------------------------------------------------------------------
2.    Passenger Care during delays and diversions        1.1.5., 1.1.5.1., 1.1.5.1.1.,          No validated discrepancies
                                                         1.1.5.1.2., 1.1.5.2.,                  or customer complaints.
                                                         1.1.5.2.1., 1.1.6., 1.1.6.1.
-------------------------------------------------------------------------------------------------------------------------------
3.    Pets                                               1.2.2., 1.2.2.1., 1.2.2.2.             No pet incident, injury or
                                                                                                death caused by contractor
                                                                                                fault.
-------------------------------------------------------------------------------------------------------------------------------
4.    Seat Pitch                                         Applicable Delivery Order (DO)         No aircraft substitutions
                                                                                                without prior ACO approval.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 12 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
5.    Failure to obtain approval for extended parking.   4.21., 4.21.1., 4.21.2.                No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                            MAJOR                                  PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Sanitation                                         1.1., 1.1.3.                           No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
2.    Safety Barriers                                    4.12.                                  No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
3.    Barrier Nets                                       1.1.3.5.                               No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
4.    Food Service (Failure to cater entire ACL)         1.1.4., 1.1.4.2.1.,                    No validated discrepancies.
                                                         1.1.4.2.1.2., 1.1.4.2.1.3.,
                                                         1.1.4.2.1.4., 1.1.4.2.1.5.,
                                                         1.1.4.2.1.7.
-------------------------------------------------------------------------------------------------------------------------------
5.    Baggage Off-Load Times                             1.2.6., 1.2.6.1., 1.2.6.2.             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
6.    Baggage Containers                                 1.1.3.4.                               No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                            MINOR                                  PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Seat Blocking                                      1.1.2.2.                               No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
2.    Pillows & Blankets                                 1.1.3.1.1.                             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
3.    In-Flight Movies & Stereo                          1.1.3.1.3.                             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
4.    Hot Towel Service                                  1.1.3.1.2.                             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
5.    Overhead Storage                                   1.0.                                   No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
6.    Children Amenities                                 1.1.3.1.5.                             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
7.    Flight Crew                                        1.1.3.3.                               No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
8.    Food Service (Other than failure to cater          1.1.4.1, 1.1.4.2.,                     No validated discrepancies.
      entire ACL)                                        1.1.4.2.1.6., 1.1.4.3.,
                                                         1.1.4.4.
-------------------------------------------------------------------------------------------------------------------------------
9.    Settlement of Claims                               1.2.1., 1.2.1.1., 1.2.1.2.             No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
10.   Customer Surveys                                   1.1.3.6.                               No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.4. TABLE 2--CARGO DISCREPANCIES

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                          CRITICAL                                 PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Provide signature service from origin to           1.3.11. and 1.3.11.1.                  Acceptance and continuous
      destination.                                                                              responsibility for custody of
                                                                                                material during transit.
-------------------------------------------------------------------------------------------------------------------------------
2.    Contractor Representative available within         1.3.9.                                 No mission impact identified.
      required times                                                                            No validated customer
                                                                                                complaints.
-------------------------------------------------------------------------------------------------------------------------------
3.    Failure to obtain approval for extended parking.   4.21., 4.21.1., 4.21.2.                No validated discrepancies.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                            MAJOR                                  PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.     Provide seats and services for Government         1.3.14., 1.3.14.1.                     Seats and services are
       Sponsored Personnel                                                                      available when requested by
                                                                                                the ACO 24 hours in advance
-------------------------------------------------------------------------------------------------------------------------------
2.     Cargo compartment serviceable with no             1.3., 1.3.1., 1.3.7.                   100%
       obstructions
-------------------------------------------------------------------------------------------------------------------------------
3.     Provide Aircraft Lighting                         1.3.13.                                Sufficient to illuminate
                                                                                                potential floor tripping
                                                                                                hazards, overhead clearance,
                                                                                                and cargo loading doors.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 13 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                            MINOR                                  PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    Provide tie-down fittings and devices              1.3.7.1.                               Available in sufficient
                                                                                                quantities when required
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.5. TABLE 3--GENERAL OPERATIONS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PERFORMANCE
                            MAJOR                                  PWS PARAGRAPH(S)                        THRESHOLD
-------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                <C>                                    <C>
1.    All aircraft systems fully operational             1.0.                                   No mission impact identified
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.6. NOTES:

(1) SCHEDULE RELIABILITY FOR PASSENGER AND CARGO MISSIONS

      (a) The contractor's schedule reliability rate shall be computed for a
three-month period by subtracting the total number of contractor-controllable
delays during the three-month period, from the contractor's total number of
scheduled originating and turnaround station departures in that three-month
period, and dividing the remainder by the contractor's total number of scheduled
originating and turnaround station departures for the period. In the event a
contractor had a CRAF contract the previous year, the schedule reliability for
the final two months of the previous year will be used in determining schedule
reliability for the first two months of this contract. This reliability rate
computation shall be made as of 2400 hours Greenwich Mean Time (GMT) on the last
day of each calendar month.

      (b) The schedule reliability rate, which is based on the combination of
total worldwide departures, may be measured and enforced in two ways and each
contractor performing hereunder is obligated to meet the standard in each of
those ways. First, the requirement applies to all services performed under this
contract by any one contractor whether or not the contractor is performing as a
member of a contractor TA. Second, in the event of a contractor TA, the
reliability requirement applies also to the aggregate performance under the
contract by all members of the contractor TA. (Each member of the contractor TA
bears joint and several liability for failure of either the contractor TA in the
aggregate, or its individual contractor members performing hereunder, to meet
the schedule arrangement in the aggregate, or its individual contractor members
performing hereunder, to meet the schedule reliability requirement.)

      (c) A delay shall be deemed to have occurred at the mission's originating
or turnaround station if the contractor's aircraft departs the blocks more than
20 minutes after the scheduled departure time, except in those instances when
the aircraft arrives at the next destination on time (see Note below). The
scheduled departure time shall be as established pursuant to Section 4,
paragraph 4.22, MISSION POSITIONING - PEACETIME and Section F, paragraph 2,
SCHEDULES, and published in the Operations Bulletin as amended by scheduling
messages. The scheduled departure time at turnaround stations shall be subject
to revision as hereinafter provided. The contractor-uncontrollable delay time
experienced at the originating and enroute stations on a mission shall be added
to the scheduled departure time at the turnaround station for purposes of
determining the scheduled departure time at the turnaround station on that
mission. Additionally, if missions are scheduled back-to-back with an aircraft
that experienced a contractor-uncontrollable delay, this uncontrollable delay
time shall be added to the scheduled departure time of the subsequent AMC
mission with the resultant delay charged as contractor-uncontrollable. This will
give the contractor sufficient recovery time to return to schedule or obtain
substitute service for his follow-on missions. However, the
contractor-uncontrollable delay time experienced on a previous mission shall not
be added to the scheduled departure time at the originating station for any
subsequent mission. This will mean the contractor-uncontrollable delay time
experienced on a previous mission shall not be added to the scheduled departure
time of the subsequent AMC mission with the resultant delay charged as
contractor-uncontrollable. In the latter instance, the contractor is required to
originate his next mission, on schedule, with his own aircraft or substitute
service.

      (d) On SAAMs, exercise, and contingency missions, when sequential missions
are scheduled using one aircraft, and a contractor-controllable delay occurs
that causes subsequent missions to be delayed, the delay(s) to subsequent
missions that are the sole and direct consequence of the earlier delay will not
be charged to the contractor's total controllable delays. The determination of
whether a delay to a subsequent mission is the sole and direct consequence of
delay to an earlier mission will be made by the CO. All passenger care
requirements for

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

contractor-controllable delays as required in paragraph 1.1.5. PASSENGER CARE
DURING DELAYS through 1.1.6.1. PASSENGER CARE DURING UNCONTROLLABLE DIVERSIONS
shall apply to all affected missions.

      (e) When a contractor-controllable delay occurs that can be reduced in
duration by rescheduling aircraft assigned to other missions (reflow), with
consequent delay to the other mission(s), the CO may approve such reflow and
charge only the original delay to the contractor's total controllable delays, if
the CO determines that the Government will benefit from the reflow. All
passenger care requirements for contractor-controllable delays as required in
paragraph 1.1.5. PASSENGER CARE DURING DELAYS through 1.1.6.1. PASSENGER CARE
DURING UNCONTROLLABLE DIVERSIONS, shall apply to all affected missions.

NOTE: For the purposes of determining a contractor's schedule reliability rate,
any aircraft which (a) returns to the blocks, or (b) lands at a location other
than the scheduled destination because of contractor-controlled factors, will be
deemed a departure delay regardless of the time the aircraft originally departed
the blocks.

      (f) The contractor, and in the case of a contractor TA, each contractor
shall maintain an 80 percent schedule reliability rate as the minimum acceptable
standard of performance, based on 30 or more departures from originating or
turnaround stations during a three-month period. Where volume is less than 30
departures, reliability will be reviewed on a case-by-case basis. Failure to
maintain an 80 percent schedule reliability rate for a three-month period will
be reason for termination, pursuant to the Contract Clause entitled "Default."
However, nothing in this paragraph shall limit the right of the Government to
terminate this contract for cause for other reasons or to limit any other rights
and remedies provided the Government by law or under this contract.

      (g) If a contractor's schedule reliability rate falls below an average of
85 percent for a three-month period, the Government may elect not to order
expansion transportation services for a minimum of 30 days pursuant to this
Section. The 30-day period shall commence on the 20th of the month following the
three-month period on which the reliability was computed, until the 20th of the
next month. If missions are awarded to the contractor, the Government will
negotiate a reduction in ACL paid on all missions the contractor is asked to
schedule during the 30-day period. The typical reduction negotiated for poor
reliability is 2% of the standard ACL for the aircraft type. For example, poor
reliability computed on January through March missions operated with a 400 seat
B-747 will result in a reduced pay ACL of 392 seats on missions which the
contractor is asked to schedule from 20 April until 20 May, regardless of when
AMC actually accepts the schedule.

(2) SCHEDULE RELIABILITY FOR CAT A CARGO

      (a) The contractor shall maintain a minimum schedule reliability of 95% of
shipments delivered in 96 hours or less. Any noted discrepancies shall be
provided to the contractor in writing. An action plan detailing the
discrepancies and proposed remedy will be required any month a contractor's
performance is less than contract minimum. The contractor's performance
reliability rate shall be computed each month by subtracting the total number of
contractor-controllable delays during the month from the contractor's total
number of shipments and dividing the remainder by the contractor's total number
of shipments for the period.

      (b) Failure to maintain a 95% delivery reliability each month may be
reason for termination, pursuant to the Contract Clause entitled "Default".
However, nothing in this paragraph shall limit the right of the Government to
terminate this contract for cause for other reasons or to limit any other rights
and remedies provided the Government by law or under contract. The following
example illustrates how the monthly average is calculated:

      In the month of March a contractor delivers 433 shipments out of 439 on
      time. The average is calculated by taking the # of On-Time Shipments/Total
      # of Shipments, which is 433/439 or 98.6%.

      (c) Calculations shall be based on contractor's Monthly Performance
Reports, after being validated against reports pulled from Government tracking
systems. Calculation methodology will be: Divide the number of shipments for a
given month that met the 96 hour delivery schedule by all shipments for that
month to determine the reliability rate. A delay shall be deemed to have
occurred when any net shipment time exceeds 96 hours. Note: Validated
uncontrollable contractor delays are not counted as a service failure.
Contractors will have the opportunity to discuss controllable/uncontrollable
delays and confirm their final monthly reliability data.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

(3) DISCREPANCY PERFORMANCE RATE

      (a) Passenger, Cargo and General Operations discrepancies are divided into
three categories: Critical, Major and Minor. The following weighting applies to
each category; One (1) critical discrepancy equals two (2) violations; one (1)
major discrepancy equals one (1) violation; and three (3) minor discrepancies
equal one (1) violation.

      (b) A contractor's discrepancy performance rate will be computed on a
monthly basis to determine the level of contract violations. This rate is
computed by dividing the total number of mission segments performed during the
period into the total number of discrepancies for that period. Mission segment
inspections will be performed at stations in the routing, including origination,
turnaround and enroute, where QAP or a CA can inspect the aircraft. The
discrepancy performance rate will be computed as soon as possible after HQ
AMC/A34YM receives the monthly discrepancy reports.

      (c) A discrepancy will be established whenever the contractor's aircraft
or service is in violation of the items outlined in this SDS. During an
inspection, each type of discrepancy will be counted only once (e.g. all seats
not in correct seat pitch will be one critical discrepancy; multiple bags not
delivered within baggage off-load times will be one major discrepancy). The
overall performance threshold for all discrepancies is an average of 95% for a
consecutive three-month period with a total of 30 or more departures from
originating and turnaround stations. Where volume is less than 30 departures,
discrepancies will be reviewed on a case-by-case basis. Failure to maintain a
performance threshold of 95% or more may be reason for termination, pursuant to
the clause entitled "Default". Nothing in this paragraph shall limit the right
of the Government to terminate this contract (for cause or other reasons) or to
limit any other rights and remedies provided the Government by law or under this
contract.

      (d) If a contractor's performance threshold falls below 95% for a
three-month period, the Government may elect not to order expansion airlift for
a minimum of 30 days. The 30-day period shall commence on the 20th of the month
following the three-month period on which the discrepancy rate was computed
until the 20th of the next month. If missions are awarded to the contractor, the
Government will negotiate a reduction in the ACL paid on all missions the
contractor is asked to schedule during the 30-day period. The typical reduction
negotiated for a poor discrepancy rate is 2% of the standard ACL for the
aircraft type.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                    SECTION 3

                   GOVERNMENT-FURNISHED PROPERTY AND SERVICES

3.0. GENERAL INFORMATION: When Government or Enroute Support Services (ERS) or
resources are available, and IAW intra-agency and intra-Government agreements,
the Government will furnish necessary equipment and personnel to provide the
following services at military or commercial installations (originating,
enroute, and terminating stations) at no cost to the contractor except as
otherwise provided in this Section. The contractor shall coordinate with the QAP
or Airfield Manager where performance is to occur to ensure those services
needed are available to complete the mission. These services will also be
provided at AMC APOEs when contractor's aircraft are scheduled in a manner to
preclude depositioning to home maintenance base between missions as determined
by the ACO.

3.1. GOVERNMENT FURNISHED SERVICES AND EQUIPMENT: The following
Government-furnished services and equipment will be provided:

3.1.1. TRANSIENT ALERT AND RAMP SERVICES:

      o     Landing.
      o     Follow-me vehicle.
      o     Pushback and Towing (when requested by a location, training shall be
provided by the contractor).
      o     Parking.
      o     Chocking and grounding of aircraft.
      o     Positioning, connecting, operating, and depositioning of aircraft
ground power unit.
      o     Fireguard for engine starts.
      o     Positioning, connecting, operating, and depositioning of engine
start carts.
      o     Positioning, operating, and depositioning of compressor for airing
of struts and tires.
      o     Nitrogen may be used when available to inflate aircraft tires on a
non-reimbursable basis. A qualified technical contractor representative shall be
present to supervise, provide all required attachment fittings, and service the
items.

      o     Position and deposition aircraft jacks for tire changes. Military
owned jack will be provided if a suitable jack is available. A technically
qualified contractor representative shall advise what capacity jack is required,
and whether using military or commercial jack, the contractor representative
shall jack the aircraft.
      o     Ramp sweeping.
      o     To-plane service of MIL-H-82382 or equivalent de-icing fluid and
supply of oxygen (gaseous or liquid oxygen (LOX)) on a reimbursable basis.
Equipment and necessary operators shall be furnished for wing de-icing at no
cost; the de-icing fluid shall be furnished on a reimbursable basis.

NOTE: In an emergency, into-plane service of hydraulic fluid, supply of oxygen,
de-icing fluid and servicing of struts/tires will be provided by the Government
on a reimbursable basis. A technically qualified contractor representative shall
supervise emergency servicing to assure compliance with procedural requirements.

      o     Maintenance stands when required for ground servicing operations.
      o     To-plane fuel servicing. A contractor representative shall
connect/disconnect the fuel hose to/from the aircraft Single Point Refueling
(SPR) and monitor vents.
      o     Concurrent Servicing Supervisor (CSS) and fuel vent monitors in
accordance with TO 00- 25-172 when a concurrent ground servicing is
accomplished. (NOTE: See paragraph 3.5., CONCURRENT SERVICING.)
      o     Tractor and driver (for extended parking services)

3.1.2. TERMINAL AND TRAFFIC SERVICES: Terminal and traffic services to include
the following:

      o     Passenger processing.
      o     Passenger manifesting and documentation.
      o     Baggage handling (weigh, tag, load and unload), except at Gateway
locations. The contractor is responsible for accurate placement on the aircraft
relative to weight and balance.
      o     Passenger and crew boarding stairs/loading bridge jet way. Entrance
doors are not to

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

be opened until stairs have been positioned as close to the aircraft entrance as
possible without hindering the opening of the doors.
      o     Customs clearance (Government traffic only).
      o     Medical clearance (passengers only).
      o     Agriculture inspection (if required).
      o     Immigration clearance.
      o     Cargo receiving, processing, documentation, and positioning for
loading.
      o     Loading, tie down, and unloading. Loading shall be in accordance
with the load breakdown provided by the contractor on AF Form 4080, LOAD
SEQUENCE BREAKDOWN WORKSHEET, or equivalent. The load supervisor shall annotate
the form to show the actual load.
      o     Cargo manifesting.
      o     Cargo handling equipment, including 463L pallets and associated
cargo restraining nets.
      o     Potable water (includes equipment and into-plane servicing).
      o     Baggage carts.
      o     Lavatory servicing, including positioning, hookup, operation and
depositioning of servicing unit. Anti-freeze solution mix of approximately 50/50
potassium acetate to water will be furnished on a non-reimbursable basis.
Contractor is responsible for additional anti-freeze solution if contractor
operating specifications require a stronger mix. This shall be done subsequent
to Government-furnished lavatory servicing. At joint use airfields when the
contractor terminates a commercial or military mission and parks the aircraft on
the commercial side allowing adequate time to accomplish normal fleet servicing,
and then later positions the aircraft for an AMC mission, lavatory servicing
shall be on a reimbursable basis. Note: When an aircraft is positioned from a
commercial mission from a commercial airport and requires lavatory servicing,
the Government, will provide it to the contractor on a reimbursable basis.
      o     Flight line transportation for crews where commercial transportation
is not permitted access to the aircraft parking area or where unavailable.
      o     Position, connect, operate, and deposition the ground air
conditioning or heating units.
      o     High lift truck for galley servicing at those military bases where
commercial catering service is not available.
      o     Loading and unloading route support items at military installations.
      o     Tractor and driver in support of extended parking.

3.1.3. ENVIRONMENTAL SUPPORT:
      o     It is AMC's intent to provide crash and rescue support on a
reimbursable basis, where fuel spills occur as a direct result of malfunctioning
contractor equipment which has not been properly maintained, or negligence of
the contractor.
      o     Fuel spills requiring the service of Government fire and crash
personnel will be investigated for cause by qualified Government personnel
familiar with commercial aircraft. When it is clearly shown that the cause of
the spill is a recurring one, which the contractor has neglected to repair, it
will be documented by the inspector, and submitted to the Quality Assurance
Specialist (QAS) and forwarded to CA for review.
      o     If the CA determines that the contractor has been negligent in
maintaining the equipment responsible for the spill and subsequent cleanup, the
CA, in coordination with Operating Locations ACO, will direct the fire
department to submit the charges for cleanup to base finance and subsequent
billing to the contractor. The contractor will be notified of the spill, its
cause, and the contractor's responsibility for reimbursement to the Government.

3.1.4. EMERGENCY HEALTH SERVICE FACILITIES: Emergency medical services to
contractor air crews and personnel on a reimbursable basis in accordance with
Air Force Handbook (AFH) 41-114, Table 42.

3.2. SPECIAL HANDLING EQUIPMENT: Special handling equipment (which is not
commonly used on military aircraft), such as tow bars, may not be available at
military installations and must, therefore, be furnished by the contractor.
Contractor shall also furnish personnel to operate and maintain such equipment.

3.3. PASSENGER MANIFESTING: For all passenger missions operating through Atlanta
IAP, Los Angeles IAP, Seattle-Tacoma IAP, and Baltimore-Washington IAP, the
Government will perform manifesting and check-in to include boarding, seat
assignment, issuance of boarding pass, baggage weighing, tagging, and placing of
baggage on

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                                  Page 18 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

conveyor at baggage check-in. Contractor shall perform all other functions. The
contractor shall comply with commercial practices for liability of interlined
baggage.

3.4. PETROLEUM PRODUCTS: The contractor may purchase aircraft petroleum products
at any military base other than those facilities that are serviced by commercial
sources (unless specific approval is granted by supplemental agreement), for use
in performing services hereunder. These purchases shall be IAW applicable Air
Force Joint Instruction (AFJI) 23-207 for Air Force installations, and subject
to the procedures set forth in paragraph 3.5., CONCURRENT SERVICING, below.

3.4.1. CONTRACTOR AUTHORIZATION TO PURCHASE GROUND PETROLEUM PRODUCTS:
Contractor is authorized to purchase ground petroleum products at overseas Air
Force installations for use in company owned ground vehicles required for
performance of this contract. Such authorization is subject to and in accordance
with the provisions of AFJI 23-206.

3.5. CONCURRENT SERVICING: The following guidance shall be followed when
concurrently servicing passenger aircraft with or without passengers aboard, and
cargo aircraft at military installations:

3.5.1. FINAL APPROVAL: The Wing/Base Commander is the final approval authority
for ground servicing operations and the overall safety associated therewith.

3.5.2. CONCURRENT SERVICING SUPERVISOR (CSS): A CSS will be provided by the
Government when concurrently servicing contractor aircraft at military
installations. The CSS supervisor has full authority during all phases of ground
servicing operations. This authority allows the individual to shut down a
refueling operation if an unsafe condition exists. The supervisor also controls
access to and from the aircraft.

3.5.3. SUPERVISORY CONTRACTOR REPRESENTATIVE (SCR): The SCR shall:

      o     Prior to beginning servicing operations:
                  Advise the CSS of contractor's procedures, if applicable, for
                  switch loading aviation fuel.
                  Inform the CSS of vehicle status.

      o     Ensure civilian vehicles involved in a concurrent servicing comply
            with standards required by Air Force Occupational Safety and Health
            Standard (AFOSHSTD) 91-38, Chapters 1, 2, and 4 and TO 00-25-172
            with emphasis on Chapter 5, TO 00-25-172 CL1 and TO 00-25-172 CL2.
            Additionally, associated servicing equipment not designed or
            approved for use within a hazardous location may be moved into or
            within the fuel servicing safety zone (FSSZ), if pressurization of
            the refueling equipment is stopped. Re-pressurization of the
            refueling equipment shall not resume until the servicing vehicle's
            engine is shut down while in the FSSZ or the vehicle leaves the
            FSSZ.
      o     Maintain communications with the CSS during all stages of refueling.
      o     Perform responsibilities as outlined in TO 00-25-172, GROUND
            SERVICING OF AIRCRAFT AND STATIC GROUNDING/BONDING, Chapter 5,
            paragraph 5.5; TO 00-25-172S-1 INTERIM OPERATION SUPPLEMENT-GROUND
            SERVICING OF AIRCRAFT AND STATIC GROUNDING/BONDING dated 18 Jul 03;
            TO 00-25-172 CL-1 CHECKLIST CONCURRENT SERVICING OF COMMERCIAL
            CONTRACT CARGO AND PASSENGER AIRCRAFT dated 20 Nov 89; and TO
            00-25-172 CL-2 CHECKLIST CONCURRENT SERVICING OF COMMERCIAL CONTRACT
            AIRCRAFT dated 20 Nov 89.

3.5.4. AUTHORIZED VEHICLES: Authorized vehicles shall not operate closer than 25
feet of aircraft fuel vents, SPR connections, and refueling equipment during
fuel servicing of the aircraft. All other vehicles are restricted to 25 feet
from fuel vents and must remain outside of the 50 foot fuel servicing safety
zone.

3.5.5. AUXILIARY POWER UNIT (APU): The aircraft APU shall be used to provide
power and air-conditioning on aircraft so equipped.

3.5.6. FLIGHT CREW BRIEFING: Prior to beginning fuel servicing, the flight crew
shall ensure required exits are open, brief passengers that fuel servicing will
be conducted and on the restrictions on operating electronic equipment, and give
passengers the option to deplane.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

3.5.7. INERTIAL NAVIGATION SYSTEM (INS): The aircraft Inertial Navigation System
(INS) may remain energized during a fuel servicing operation.

3.5.8. RADIOS AND RADAR SYSTEMS: The aircraft radios and radar systems shall not
be on during the fuel servicing operation.

3.5.9. ELECTRICAL SYSTEMS: No aircraft electrical systems shall be activated
during the fuel servicing operation except those required for servicing.

3.5.10. CSS CONCURRENCE: When concurrent servicing operations are in progress,
all contractor personnel (including flight crews), unless previously cleared,
shall report to and receive the CSS's concurrence prior to entering the
servicing area.

3.5.11. WING AND FUEL VENTS: When servicing cargo aircraft, the CSS and his/her
assistant (on inter phone) will also monitor both wing fuel vents.

3.5.12. COPY OF CONTRACTOR'S AIRCRAFT REFUELING PROCEDURES: *A copy of the
contractor's aircraft refueling procedures shall be located on the aircraft and
made available to the CSS, as required.

*NOTE: Applies to passenger aircraft only.

3.6. BILLETING AND MEALS: Billeting and meals for contractor's crews, and
Government-owned property required in support of this contract not specifically
provided for in other provisions of this contract, may be provided by the
Government at the discretion of the Base Commander of the military installation
involved. Except as provided in paragraphs 3.1.1, TRANSIENT ALERT AND RAMP
SERVICES, and 3.1.2., TERMINAL AND TRAFFIC SERVICES above, other services at
military bases, where commercial services are not available, or not available on
a timely basis, may be made available to the contractor on an emergency basis
only, as determined by the ACO or CA. Billeting and meals for contractor's crews
shall be on a reimbursable basis.

3.6.1. BILLETING AND MEALS FOR CONTRACTOR EMPLOYEES: At overseas locations,
contractor's employees who are involved in the performance of this contract may
be furnished billeting and dining facilities on a reimbursable basis, as
prescribed by local base regulations. In addition, commissary, base exchange
privileges, and other logistic support may be granted to such employees and
dependents in accordance with such implementing instructions as may be issued by
area or Base Commander concerned. The ACO or CA will periodically review the
scope of support furnished, and advise the Commander concerned as to any change
in status of the contractor personnel that would affect their eligibility to
receive the support. Minor dependents of a US citizen, who are employed by the
contractor overseas in performance of this contract, are authorized dependent
education on a space available, tuition basis in the DOD dependents schools as
provided in DOD Directive (DODD) 1342.13.

3.7. AEROSPACE GROUND EQUIPMENT (AGE): AGE and traffic handling and servicing
equipment, with necessary operators, furnished by the Government shall be on a
non-reimbursable basis. Technical services and maintenance labor provided, as
well as supplies and parts issued, shall be on a reimbursable basis and in
accordance with and subject to the provisions of:

      (1) Air Force Installations - AFMAN 23-110, Volume II, Part 13, Chapter 8
and Air Force Instruction (AFI) 10- 1001.

      (2) Army Installations - DFAS-IN 37-1.

3.8. CONTRACTOR USE OF MILITARY COMMUNICATIONS FACILITIES: Contractor will be
permitted to utilize military telephone in those areas where commercial
circuits are not available and it is in the best interest of the Government as
determined by the ACO or CA. Contractor's use of military communications
facilities shall be limited to transmission and reception of airlift mission
support traffic and shall not interfere with military command control traffic.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

3.9. CONTRACTOR STORAGE SPACE AT MILITARY INSTALLATIONS: The Government will
furnish office, warehouse, and storage space at military installations for
contractor's representatives and supply support items and equipment to the
extent available. Such office, warehousing and storage space, including
utilities (heat, air-conditioning, light, power, water, and sewage), concomitant
to the use of such space, will be provided to the contractor on a
non-reimbursable basis. All requests for office, warehouse, and storage space
shall be made to the Base Commander through the ACO or his delegated
representative. In addition, intra-base communications will be provided on a
non-reimbursable basis commensurate with the availability of circuits. Whenever
space is provided it will be on an as is condition with regard to partitions,
walls, lighting, electrical wiring, plumbing, etc. No modification to buildings
will be made unless specifically authorized by the Base Commander, other than
minor modifications to existing facilities as approved by the Base Commander.
Requests by the contractor for construction of facilities on any military
installation shall be submitted directly to HQ AMC/A34Y. Necessary coordination
will be taken by HQ AMC with the major air command (MAJCOM) concerned.
Contractor shall not undertake such construction until notified by HQ AMC that
construction has been approved.

3.10. WARSAW CONVENTION: When passengers embark at airfield or commercial
airport facilities not normally operated by the contractor or its agents, the
Government will ensure proper ticketing or other notice to passengers on Warsaw
Convention liability limits. Such ticketing or notice is to be sufficient to
establish limits on the liability of the contractor under the Warsaw Convention
to the maximum extent permitted by law and this contract.

3.11. PORTABLE OXYGEN BOTTLES (FOR AEROMEDICAL EVACUATION (AE) ONLY): Portable
oxygen bottles will be made available for each Aeromedical Evacuation Crew
Member (AECM) for use during emergencies. These bottles will be provided by AMC
when available, and will be stored securely in the flight deck allowing direct
access should their use be required.

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                    SECTION 4

                               GENERAL INFORMATION

4.0. GENERAL OPERATIONS: Throughout the life of the contract, including any
extension described elsewhere in the contract, the contractor shall participate
in the CRAF program and maintain a minimum commitment of 30 percent of its CRAF
capable passenger fleet and 15 percent of its CRAF capable cargo fleet in wide
body equivalents. Contractors operating both cargo and passenger aircraft shall
maintain the minimum commitment for each fleet type.

4.1. CONTROL OF AIRCRAFT: The contractor shall maintain control over the
aircraft listed in Appendix 3A to the extent necessary to assure the
contractor's ability to meet its guarantee under CRAF. At any time during the
contract period and upon demand of the CO, the contractor shall furnish evidence
that demonstrates required control of the aircraft. The contractor shall not
part with control of any aircraft accepted by AMC and listed in Appendix 3A
unless the loss is beyond the control of the contractor (such as aircraft
accident), or the CO, at his option, has agreed to the substitution of other
acceptable aircraft and has accomplished such substitution by contract
modification. If an accident results in the loss of an aircraft, and no
substitute will be provided, the contractor shall notify the CO in writing
within 24 hours and shall provide the information required in Appendix 3,
paragraph 3. The parties agree that failure of the contractor to maintain
control of any aircraft listed in Appendix 3A, unless loss of the control is
beyond the control of the contractor (such as aircraft accident) or approved by
the CO, will constitute failure to have a currently existing capability to
perform services called for and will justify termination of this contract under
the clause entitled "Federal Acquisition Regulation (FAR) 52.249-8, Default
(Fixed-Price Supply and Service) Alternate I." In lieu of default, the
Government may, at its option by unilateral contract modification, reduce its
purchase of airlift services for passengers or cargo, or both, during the
remaining period of the contract by an amount equal to the award share for the
remaining period of the contract attributable, under the formula used to
determine the original contract award entitlement, to the aircraft removed from
the AMC contract creditable mobilization base and deleted from Appendix 3A.

4.1.1. EXAMPLES OF FAILURE TO MAINTAIN CONTROL: Examples of failure to maintain
control within the intent of this paragraph are as follows:
      (1) failure to retain US registry;
      (2) leasing of aircraft to unapproved foreign contractors;
      (3) dry leasing of aircraft to US airlines or aircraft operators not
possessing a temporary or permanent certificate issued by the DOT; or
      (4) removal of aircraft from active utilization (in storage, out of
service, or parked) and not flyable for reasons other than maintenance, repair,
or overhaul. Aircraft temporarily removed from active utilization that are
mission capable within 24 hours are considered to meet the control requirements
of this contract.

4.2. SECURITY: While on military installations or on military portions of
commercial facilities, contractor and subcontractor personnel shall comply with
security regulations promulgated by the military installation or activity
Commander. Security regulations are directive in nature and shall be adhered to
by all contractor and subcontractor personnel.

4.2.1. REGULAR AND FREQUENT ENTRY INTO RESTRICTED AREAS: Where regular and
frequent entry into restricted areas at a military installation is required by
contractor or subcontractor personnel for ground handling of aircraft, the
contractor or subcontractor personnel must meet the requirements established by
AFI 31-101, Chapter 9, paragraph 9.2.1., AFI 31-401, and DD Form 254.
Applications for personnel security investigations shall be made to the local
Chief, Security Forces.

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                                                                   29 March 2004

                                  Page 22 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.2.2. FACILITY SECURITY CLEARANCE: Where there is a need for receipt, storage
or development of classified documents, a facility clearance of SECRET and
classified safeguarding capability is required in accordance with the National
Industrial Security Program Operating Manual, (NISPOM), paragraph 4.2.2. and DOD
5220.22M, paragraph 2-104.. DOD 5220.22M also provides authority for contractors
to certify the personnel security clearance status of company employees and
makes provisions for the contractor (Operator) who has a valid facility security
clearance of SECRET to verify the security clearance status of its employees.
Contractors must inform HQ AMC/A34BC of the correct address of any company
agency requiring a secure facility.

4.2.3. PERSONNEL SECURITY CLEARANCE: Upon contract award, security clearance
applications for all required personnel shall be completed in accordance with
DOD 5220.22M, paragraph 2-100 and instructions received from the cognizant
Defense Industrial Security Officer (DISO), Defense Security Service (DSS). All
required clearance actions shall be forwarded to the cognizant DISO.

4.2.3.1. NON-AIRCREW SECURITY CLEARANCES: Personnel designated by the contractor
to perform duties specified as follows must possess a SECRET security clearance.

      o     Overall CRAF planning.
      o     Liaison and communications supervisory duty at either HQ AMC or its
            alternate.
      o     Mobilization Representative (MOBREP)/Technical Advisory Group (TAG)
            attendees.
      o     All flight operations dispatchers involved in CRAF missions.

4.2.3.2. AIRCREW SECURITY CLEARANCES: Flight deck crewmembers are not required
to maintain active security clearances during peacetime. However, SECRET
clearances shall be granted by Commander, US Transportation Command (USTC) in
conjunction with activation. Contractors shall ensure all flight deck
crewmembers designated to support CRAF operations during activation are US
citizens and eligible for a SECRET clearance.

4.2.4. OPERATIONS SECURITY (OPSEC): The contractor shall be responsible for
OPSEC procedures when operating missions for the DOD to include safeguarding
critical information. Contractors must ensure employees receive OPSEC training
upon initial assignment to a contract with OPSEC requirements. Information such
as flight schedules, hotels where crews are staying, passengers/cargo, return
trips, and other facts about the international mission shall be kept close hold
and only communicated to persons who have a need to know this information.
Flight crews should be aware of persons who are seeking information about the
contractor, flights, etc. They should seek to maintain a low profile while
operating DOD missions. If the contractor has questions about OPSEC they can be
addressed either to the ACO in AMC/A34YMA or with personnel in the CRAF Program
Management Office at AMC/A34BC.

4.2.5. CONTRACTOR COMPANY PERSONNEL AND COMPANY FACILITY SECURITY OFFICE (FSO1):
The contractor will appoint a person as the company FSO. The contractor must
establish appropriate safeguards to assure that the individuals who are not
cleared do not gain access to classified information, material, and Government
furnished communications security (COMSEC) equipment. Responsibility for
security of classified information, material and COMSEC equipment rests with
each individual who is authorized access. The FSO must work closely with the
Defense Security Service (DSS) and HQ AMC/A34BC on DOD related security matters
and ensure their Government furnished COMSEC equipment is stored, maintained,
and operated properly. The company FSO shall maintain a current list of cleared
personnel and flight deck aircrew personnel who are eligible for a secret
clearance. This list shall be made available for verification during on-site
surveys by DOD personnel who have a need to know, and will be provided to HQ
AMC/A34BC when requested.

4.2.6. AUTHENTICATION MATERIALS: Aircrew members shall require certain
authentication documents in order to perform missions. When appropriate,
authentication materials and identification friend or foe (IFF)/selective
identification feature (SIF) operating instructions shall be made available to
flight deck aircrews at military Base Operations and Route Briefing sections
provided they present proper identification. Initial issue of these documents
shall be as required to cover elapsed time from departure station to destination
and return, or to the first enroute station having the capability to provide
additional distribution.

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                                  Page 23 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.2.7. AIRCRAFT PHYSICAL SECURITY: Contractor aircraft at military installations
will receive the same degree of physical security as provided military aircraft
in like status. Ingress and egress procedures to and through control points and
restricted or controlled areas shall be established to permit crewmembers access
to their aircraft.

4.2.7.1. AIRCRAFT SECURITY: The contractor shall establish a program to prevent
unlawful seizure of aircraft.

4.2.7.1.1. OTHER THAN ACTIVATION MISSIONS: At airports, bases, and air terminals
where there is an AMC presence or where US forces are present and responsible
for deployment or redeployment of forces, the military will be responsible for
security processing of passengers at on- or off-load. At enroute or operational
stops and at locations where there is no AMC or military presence, security
processing of passengers shall be the responsibility of the contractor. At these
locations, the contractor shall satisfy the requirements of the Transportation
Security Administration (TSA) security program for charter operations in
commercial service.

4.2.7.1.2. ACTIVATION MISSIONS: During CRAF activation, the contractor shall
arrange security for active CRAF missions at non-USAF/DOD controlled locations.
At a minimum, this security shall meet the requirement of two armed personnel
with immediate response, and two additional armed personnel with a five-minute
response.

4.2.7.1.3. "NO SHOW" PASSENGERS: Contractor shall establish procedures for
off-load of baggage of gate "No Show" passengers unless that baggage has
received customs pre-clearance. Copies of the contractor's program shall be
furnished to the ACO upon request.

4.2.7.1.4. PHOENIX RAVEN: There may be certain instances when a PHOENIX RAVEN
team will be assigned to a mission based on the mission profile. PHOENIX RAVEN
teams operate similar to the Federal Air Marshall (FAM) program in their role as
anti-hijack personnel and may be called upon for security of the aircraft during
ground time in some instances. If a PHOENIX RAVEN team is required, the team
leader will make contact with the aircraft pilot-in-command to coordinate their
specific duties as well as providing a crew briefing prior to mission execution.
PHOENIX RAVENs will identify themselves through presentation of their military
orders in conjunction with military ID card and AMC Form 1031.

4.2.7.2. AIRCRAFT IDENTIFICATION: Aircraft shall have the name of the operating
contractor on both sides of the fuselage commensurate with industry practice.
Any name other than the operating contractor must be approved by the CO prior to
departure.

4.2.8. CLASSIFIED CORRESPONDENCE: Classified material will be forwarded to
contractors via secure phone, secure fax, or registered mail, return receipt.
The method selected will be based on the content of materials and any associated
time constraints. In order to ensure a current inventory of classified material
is being stored by the contractor, the originator will notify the appropriate
FSO in the contractor's area, by voice or in writing, when classified material
is being sent. This notification will contain the subject and date of the
material, number of copies, and mailing address.

4.2.8.1. SECURITY CLEARANCE VERIFICATION OF FLIGHT DECK AIRCREWS: The contractor
shall validate security access information on the flight release form.
Contractors may use company formats, but will ensure that security access
statements are clear and unambiguous. An example of a proper statement is
"SECRET security access current and valid for Ira A Eaker, James J. Doolittle,
and Amelia N. Earhart."

4.2.8.2. RECEIPT OF CLASSIFIED MATERIAL: Contractor personnel may receive
necessary classified materials or information, after providing appropriate
Government personnel with proper identification (i.e., valid passport, company
identification (ID) card, or Geneva Convention Card) and clearance verification
or confirmation. Additionally, individuals listed with the company FSO who have
been subject to at least a National Agency Check may be issued a restricted area
badge.

4.2.8.3. CLASSIFIED/UNCLASSIFIED OPERATIONS BRIEFING: Contractor aircrews may
receive upon request, at any enroute location with military intelligence
support, an operations briefing, to include all known threats, communications,
and security concerns pertinent to their route of flight. The briefing's content
shall be tailored by AMC depending on mission requirements. During contingencies
or CRAF activation, contractors should

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                                                                   29 March 2004

                                  Page 24 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

receive the same or similar (sanitized) operations briefings, Concept of
Operations (CONOPS) and Special Instructions (SPINS) as military aircrew.

4.2.8.3.1. HANDLING OF CLASSIFIED MATERIAL: In addition to the briefing outlined
above, the briefing officer will insure that the pilot in command, or the first
officer, is aware of the following:
      o     RECEIPT FOR CLASSIFIED MATERIAL: The briefing envelope contains
            information affecting the national defense of the US and is issued
            for use while flying. Part of this information is classified and
            extreme care should be exercised to preclude its being compromised.
            Upon terminating the flight, all material shall be given to the
            military base operations officer or destroyed in accordance with the
            next bullet, Destruction of Classified Material, below. All
            classified material shall be accounted for by means of the AF Form
            310, DOCUMENT RECEIPT AND DESTRUCTION CERTIFICATE, or a comparable
            receipt. Prior to accepting material, the pilot in command should
            insure that sufficient legible copies of the receipt form are
            available to allow one copy for the recipient at the destination and
            one copy for the pilot in command's personal file.
      o     DESTRUCTION OF CLASSIFIED MATERIAL: In the event of an emergency
            where it appears that the classified material cannot be protected,
            it shall be burned or destroyed by other means to render recognition
            impossible. In this event, complete the destruction certificate on
            the SF 153, COMSEC MATERIAL REPORT, or AF Form 310, DOCUMENT RECEIPT
            AND DESTRUCTION CERTIFICATE. Provide a copy of this form to the
            issuing office and retain one copy to be held for the required two
            years.

4.3. PASSPORTS AND GENEVA CONVENTION CARDS:

4.3.1. PASSPORTS: All company personnel supporting AMC overseas missions shall
have a current and valid passport.

4.3.1.1. EMERGENCY EXCEPTION: In an emergency condition, where hostilities or
enemy action preclude sufficient time to renew or obtain a valid US passport,
the individual contractor personnel shall be required to show proof of US
citizenship (birth certificate, or signed statement from the employing airlines,
based upon company records) upon departing from and arriving in the US. The
signed statement from the airline should contain the following information:
name, date of birth, place of birth, citizenship, length of time of employment
by the airline, name and address of relatives and/or personal references shown
in company record.

4.3.2. GENEVA CONVENTIONS IDENTITY CARD (DD FORM 489) (HEREAFTER REFERRED TO AS
THE GENEVA CONVENTIONS CARD): Civilian noncombatant personnel authorized to
accompany military forces of the US into regions of war will be issued a Geneva
Conventions Card in accordance with procedures established in AFI 36-3026(I),
IDENTIFICATION CARDS FOR MEMBERS OF THE UNIFORMED SERVICES, THEIR FAMILY
MEMBERS, AND OTHER ELIGIBLE PERSONNEL.

4.3.3. PERSONNEL AUTHORIZED TO RECEIVE THE GENEVA CONVENTIONS CARD: Contractor
personnel, both US and foreign nationals, authorized by the contractor to enter
regions of war in performance of AMC airlift services contracts, will be issued
this card. The Geneva Conventions Card will be issued to the following company
personnel:

      o     Aircrew personnel designated to operate company aircraft in the
performance of peacetime DOD mission as well as wartime airlift mission during
CRAF activation.
      o     Ground support personnel assigned to overseas enroute support
stations, to include indigenous personnel (non-US citizens) already overseas.
      o     Selected supervisory personnel, subject to deployment overseas,
responsible for overall supervision of the company's participation in DOD
peacetime airlift contract and activated operations.

4.3.4. ISSUING THE CARD DURING CRAF ACTIVATION: Issuance of this card to
contractor personnel meeting the above requirements prior to CRAF activation is
the contractor's option; however, it must be issued within 48 hours after CRAF
is activated.

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                                                                   29 March 2004

                                  Page 25 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.3.5. ACCOUNTABILITY OF FORMS: Proper procedures for strict accountability and
security of ID cards will be maintained. All requisitioning documents for ID
cards submitted by an issuing facility will be maintained for five years. Refer
to Appendix 3, paragraph 8.0. GENEVA CONVENTION ID CARD ANNUAL REPORT.

4.3.5.1. ACCOUNTABLE FORMS: The DD Forms 489, Geneva Conventions Cards
(Manually-prepared Card) are accountable forms.

4.3.5.2. PROCEDURES FOR STORING AND DESTROYING: Procedures for storing and
destroying accountable forms are the same as for CONFIDENTIAL material.

4.3.5.3. CONTROLS FOR PROCESSING AND HANDLING: Contractors will establish
controls for processing and handling of ID cards to ensure unauthorized
individuals do not obtain them.

4.3.6. LOST CARDS: When blank DD Form 489, Geneva Conventions Card ID cards
cannot be accounted for, the contractor will immediately submit a report to HQ
AMC/A34BC. The following information is required in the report: Reason cards
cannot be accounted for, serial numbers of missing cards, corrective action
taken, and disciplinary action taken, if warranted.

4.4. COMMUNICATIONS: When operating on AMC missions, contractor operations
centers will be required to maintain voice, facsimile, and e-mail connectivity
with AMC Command and Control (C2) agencies.

4.4.1. MESSAGES: The following air traffic control (ATC) and operational
messages are necessary for proper control and flight following of contracted
aircraft by the AMC Tanker Airlift Control Center (TACC) over standard
communication channels.

      o     ATC Messages: These shall be filed in accordance with established
ATC procedures.

      o     Operational Messages: There are three kinds - departure, arrival,
and advisory. Addressees should be the next intended landing site operation
center, the appropriate contractor, and the AMC TACC.

4.4.2. STANDARD COMMUNICATIONS: When standard communications are not possible,
the crew should communicate the following information to their company HQ (or
the most accessible military flight facility) by the most rapid and efficient
method at their disposal: Greenwich (Z) Time of Arrival; Estimated (Z) Time of
Departure; proposed destination and estimated arrival times (Z); maintenance
problems; and any other information as necessary.

4.4.3. COMMUNICATIONS PROCEDURES: All contracted aircraft shall keep appropriate
AMC C2 agencies informed of mission progress. For all AMC missions (including
live and positioning segments), contractor shall report advisory arrival and
departure information within 10 minutes of occurrence, as follows:
      o     Aeronautical Radio, Inc. (ARINC): For all missions, info
OL-F/AMCAOS/A34Y SUUCCMC or SUUCAMC (Travis AFB) and OL-G/AMCAOS/A34Y WRIOOMC
(McGuire AFB) for all mission legs.
      o     Overseas: If operating in the Pacific Theater, South or Central
America, Caribbean or West of the Mississippi notify HQ AMC TACC (618) 229-0320
for contingency missions, (618) 229-0321 for channel missions, and (618)
229-0323 for SAAM and exercise missions. Aircraft operating in the European
theater, Africa, South West Asia or East of the Mississippi shall notify HQ AMC
TACC at the numbers listed above.
      o     Arrival and Departure: Arrival and departure information for ARINC
and overseas (bullets above) shall include the following:

        ARRIVAL                              DEPARTURE
        Mission Number                       Mission Number
        FAA Aircraft Registration Number     FAA Aircraft Registration Number
          (Tail Number)                        (Tail Number)
        Station                                   Station
        Time of Arrival                      Actual Time of Departure (ATD)
        *Estimated Time of Departure (ETD)   Next Station

                                                                    Attachment 1
                                                                   29 March 2004

                                  Page 26 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

        Next Station                         Estimated Time of Arrival (ETA)

If mission is delayed beyond scheduled ETD, report delay cause, and estimated
time aircraft will be in commission (ETIC)

4.4.4. ESTABLISHING COMMUNICATIONS WITH DESTINATION STATION: On all flights,
when an aircraft is approximately two to three hours from destination, the
aircrew shall establish contact with or have information relayed to the
destination station. The following data shall be passed: mission number and FAA
aircraft registration (Tail) number; ETA destination or alternate and delay time
if anticipated; and any significant maintenance problems. Thirty minutes prior
to arrival, contractor shall notify all originating, transiting, and terminating
AMC C2 agencies of the following information: mission number; (Tail number);
verified or revised ETA; maintenance status; fuel required (as applicable); any
other operational information that will reduce ground time or enhance ground
time or enhance ground handling activities.

4.4.5. ESTABLISHING COMMUNICATIONS WITH TRANSIT STATIONS: When transiting a
station at which a Command Post, Operations Officer, Airlift Control Element
(ALCE), AMC Liaison Officer (AMCLO) or other AMC airlift representative is
located, the Contractor shall provide the local AMC agency an estimated block
time at least two hours prior to arrival. On a follow-on mission, the Contractor
shall provide the following information to the AMC Operations or Command Post at
the last off-load station prior to the ferry legs: tail number; ETD from last
off-load station; ETA at first on-load station after ferry leg; applicable
mission number.

4.4.6 POINT-TO-POINT COMMUNICATIONS: Aircraft movement messages shall be
transmitted in the clear.

      (1) All contractor C2 agencies shall be equipped with Government furnished
secure telephones and facsimile machines to receive or transmit material up to
the SECRET level. Classified information will be transmitted over secure
equipment.

      (2) Message exchange between contractors and AMC TACC shall be routed in
accordance with the IATA airline seven-letter addresses and the ICAO/Air Force
Transportation Network (AFTN) eight-letter addresses. These addresses are the
central contact point at each location. It then becomes the responsibility of
each contact point to establish procedures to ensure international routing of
all messages.

      (3) When necessary to relay messages between circuits using different
procedures than above, it shall be accomplished between ARINC and FAA.

4.4.7. AMC/TACC OPERATIONS CENTERS: AMC/TACC Operations Centers are primarily
concerned with monitoring mission status and only under cases of extreme
emergency will guidance be provided by the Operations Center as it pertains to
mission accomplishment. All other problems shall be directed to the ACO or
appropriate CA for resolution. Coordination via OL-F or OL-G to AMC/TACC must
occur for any events that could affect AMC mission itinerary, including any
deviations from mission schedule and early departures and arrivals.

4.4.8. DEVIATION FROM MISSION SCHEDULE: Except for emergency or safety reasons,
the CO must authorize deviations from mission schedules. Coordinate via OL-F or
OL-G for AMC/TACC approval prior to any deviation from mission schedule.

4.4.9. EARLY DEPARTURE AND EARLY ARRIVAL: Contractor aircrews shall request
early departure through their operations center dispatch. The contractor's
dispatch shall forward the request to the AMC TACC mission controller. When
requesting early departure, aircrews need to consider the impact of early
arrival on all down line station operating hours and workload restrictions.
Deviating from scheduled departure times is not authorized unless approved by
the AMC TACC mission controller.

4.4.10. HUMAN REMAINS: Contractors destined for Dover AFB with Human Remains
(HR) on board the aircraft shall contact the Dover Command Post three hours
prior to ETA to ensure proper protocol can be accomplished.

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                                                                   29 March 2004

                                  Page 27 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.5. NAVIGATION ROUTE KITS: Navigation route kits are provided by the Government
through the National Imagery and Mapping Agency (NIMA) and the Defense Logistics
Agency (DLA). NIMA is responsible for content and publication. DLA is
responsible for account management, shelf stock and automatic distribution. The
contractors are required to retain and maintain in serviceable condition the
publications and charts required in the kit. Contractors are authorized to use
flight information publications and charts during peacetime commercial and
military contract operations; however, the kits must be maintained in a ready
status to support any stage of activation.

4.5.1. NUMBER OF KITS REQUIRED: Contractors must maintain a minimum of two kits
(one for an aircraft and one for Flight Operations). The Government will not
furnish more kits than what is required for the number of aircraft a contractor
has in CRAF plus one for Flight Operations. Upon activation, contractors shall
increase the number of kits to equal the number of aircraft committed to the
CRAF stage being activated.

4.5.2. POINTS OF CONTACT: The initial kit requirement will be established
through HQ AMC/A34BC. Thereafter, contractors should communicate directly with
the following agencies:

    Content and publication issues:  Customer Service Center
                                     National Imagery and Mapping Agency
                                     (800) 455-0899 or (314) 260-5032
                                                       OR
                                     Instrument Flight Rules (IFR) FLIP
                                     Terminal and Enroute Distribution Manager
                                     National Imagery and Mapping Agency
                                     (800) 771-3149 or (314) 260-5025

    Increase or decrease quantity:   DLA Customer Service Center
                                     Ask for the CRAF FLIP Account Managers
                                     Voice: (800) 826-0342 (press 1 and then 1
                                     again)
                                     Fax: (804) 279-6524
                                     e-mail: pc9@dscr.dla.mil

4.5.3. STORAGE AND MAINTENANCE: Government-furnished navigation route kits are
stored and maintained by the contractor at no expense to the Government. Upon
activation, the contractor shall place a kit aboard each aircraft called up,
which shall remain with the aircraft during activation operations.

4.5.4. REPLACEMENT CHARTS AND FLIGHT INFORMATION PACKETS (FLIPs): When
participating in DOD contract airlift, the pilot in command may obtain
replacement charts, FLIPs, etc., from any USAF Base Operations.

4.6. CREW DUTY DAY REQUIREMENTS:

4.6.1. SCHEDULING LIMITS: Crew duty will be limited to 16 hours for two-pilot
crews, 18 hours for three or more pilot crews, and 24 hours for aircraft with
FAA-approved crew rest facilities. Crew duty will be considered as beginning
when the crewmember reports for duty (including non-local company-directed
deadhead), and ending at block-in of the final DOD segment for that crew.

4.6.2. EXECUTION LIMITS: Crew duty execution limits are the same as scheduled,
except that the limits can be extended by two hours for two and three-pilot
crews. This extension is at company discretion and does not apply to the 24 hour
duty limit associated with crew rest-equipped aircraft. A statistical tracking
of the number of times this extension is utilized will be maintained by each
company and provided to HQ AMC/A34B upon request.

 4.6.3. CREW REST: Minimum crew rest, prior to first DOD segment or between DOD
 segments, is 10 hours. At the contractor's discretion, that rest can be reduced
 to nine hours if the crew is still able to receive eight hours of uninterrupted
 rest. NOTE: The reduced rest cannot be combined with the two-hour crew duty
 extension during a preceding or subsequent duty period.

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                                                                   29 March 2004

                                  Page 28 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.6.4. DEADHEAD TRANSPORTATION: All deadhead transportation, not local in
nature, will be considered as part of the crew duty day for DOD limits.

4.7. FLYING IN CONTROLLED AIRSPACE: All contract flights shall fly over
established airways, domestic or international, and in controlled airspace.
Exceptions may be made to this requirement where it is impractical to follow
airways or fly in controlled airspace, provided airways are intersected at the
first practical point and departed at the last practical radio navigational fix
near destination, or when area control or established airways do not exist
within a flight information region. Economic considerations will not justify
deviation from this procedure.

4.8. ROUTE SUPPORT: The contractor shall request authorization for international
route support in direct support of an AMC mission from the ACO at least 24 hours
prior to schedule departure. Contractors will not be charged for use of
Government-owned pallets and nets in moving route support material, nor for
labor and equipment required for on- or off-loading. The contractor shall comply
with import regulations as required by the host nation. To ensure this
responsiveness, route support may be provided as follows:

4.8.1. INTRACOMPANY ROUTE SUPPORT: When there is ACL available (either above the
standard ACL or below the priced ACL), the contractor may, with ACO approval,
use the ACL available without limitation to move intracompany route support
necessary for the performance of the contract under which the trip is made, when
such use will not impact mission performance. This request shall be made at
least 24 hours in advance from the ACO. In the event the excess capability is
inadequate or nonexistent, the contractor may request a reduction in the
guaranteed ACL up to and including 10 percent to move their own route support.
If the contractor is unable to meet needs within this 10 percent limitation, the
contractor may use the route support procedures for either intercompany or
revenue support. Deficit traffic will apply in accordance with Section H,
paragraph 15.

4.8.2. INTERCOMPANY ROUTE SUPPORT: Intercompany route support must utilize space
not needed by the Government and deficits shall not be permitted. Prior to
contractor's use of intercompany route support, permission shall be requested
from the ACO. Contractor may use the sample intercompany route support found at
Appendix 3D when requesting ACO approval.

4.8.3. REVENUE ROUTE SUPPORT (ORGANIC): There will be times when AMC airlift
contractors are unable to support themselves adequately through the route
support means provided for in paragraphs 4.8.1. INTRACOMPANY ROUTE SUPPORT and
4.8.2. INTERCOMPANY ROUTE SUPPORT above. When a contractor desires, they may
have their route support moved as Government-sponsored traffic (revenue route
support). Credit may be given and billing accomplished using special account
handling procedures. Revenue route support request and authorizations shall be
in similar format as outlined in Appendix 3E. Military orders are not required.
An information copy shall be furnished to HQ AMC/A34YM. Such traffic will be
assigned movement priorities commensurate with Government traffic.

4.8.4. PRIORITIES: During CRAF activation, route support traffic shall be
assigned the same movement priority as AMC military route support traffic.

4.9. SCHEDULED TRAFFIC AND OPERATIONAL STOPS: The Government will have the right
to on- and off-load traffic at all points listed in the item descriptions set
forth in the DOs and at operational or diversion stops providing this does not
interfere with the contractor's ground operations or delay their departure. Even
though operational stops are reflected in the published schedule, the contractor
may over fly such stops and AMC may not force the contractor to land at such
stations for the sole purpose of on- and off-loading traffic. The contractor
shall notify the TACC of any anticipated over flight prior to departure from the
previous station. Special care shall be taken to ensure any on-load or off-load
of passengers at operational stops does not conflict with the diplomatic
clearance or customs required of the country involved. Contractor is not
responsible for passenger or customs processing of on- and off-loading
passengers. When an operational stop will exceed one hour in duration, the
contractor shall allow passengers to deplane. The contractor shall assume full
responsibility for the passengers who deplane during the operational stop.

4.10. EXCESS ACL: The use of excess GACL for either passenger or cargo must be
authorized by the ACO in advance. The Government may utilize excess GACL as
follows:

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                                                                   29 March 2004

                                  Page 29 of 36

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.10.1. ACO APPROVED SUBSTITUTION OF LARGER AIRCRAFT TYPE: When a contractor is
granted approval to substitute with a larger aircraft type than awarded in
accordance with Section H, paragraph 18, CONTRACTOR'S FAILURE TO PROVIDE
SERVICE, the Government is entitled to transport additional passengers or cargo
(depending on type of mission) up to the standard ACL of the substituted
aircraft at no additional cost.

4.10.2. EXCESS WEIGHT CAPACITY: Unless otherwise specified on the DO, when
aircraft performance data allows, the Government is entitled to excess weight
capacity at no additional cost. The amount of weight utilized over the GACL of
either an awarded aircraft type or a substituted aircraft type constituting
excess ACL will be determined by the limits of the gross take-off weight of the
aircraft. The Government is not entitled to transport excess ACL if the
contractor would be required to make an otherwise unrequired operational stop as
a result of the carriage of the excess ACL.

4.11. MAINTENANCE:

4.11.1. SCHEDULED MAINTENANCE: No scheduled maintenance except enroute or
turnaround service and safety of flight items shall be accomplished at military
installations under the terms of this contract except as otherwise authorized by
the ACO. Requests for performance of maintenance, other than enroute or
turnaround servicing, shall be submitted to the CA and the local Operations
Center or Command Post. If any maintenance service is to be performed, including
enroute, turnaround, safety of flight, or scheduled maintenance during ground
time of aircraft, the contractor shall notify the local QAP or AMC C2 agencies
as follows:

      (1)   Specific type of maintenance to be performed;

      (2)   Anticipated duration;

      (3)   Type of Government Furnished Service desired in conjunction with
performance of the turnaround or enroute maintenance service;

      (4)   Any reimbursable support desired in conjunction with performance of
the turnaround or enroute maintenance service; and

      (5)   Any change in status or type of work to be performed subsequent to
initial notification to AMC C2 agencies shall be immediately communicated to the
AMC C2 agencies.

4.11.2. ENROUTE TURNAROUND MAINTENANCE CHECKS AND SERVICING: Except as otherwise
specified in the contract, no charge will be made for any Government furnished
services required to perform enroute turnaround maintenance checks and
servicing. If any services or material are required to perform other than
turnaround maintenance checks and servicing, such services or material shall be
provided on a reimbursable basis. Contractor shall comply with AFI 21-101 and
AMC Supplement 1, AEROSPACE MAINTENANCE MANAGEMENT, paragraphs 1.8.4. and 10.25.

4.12. SAFETY BARRIERS: All passenger and cargo doors used for on-loading and
off-loading of passengers, baggage, and cargo aboard contract aircraft shall be
equipped with a safely barrier at chest or waist level. The safety barrier shall
be in place when the cabin or cargo door is open except when actually on-loading
or off-loading passengers/cargo or when loading stairs are positioned.

4.13. PETROLEUM SUPPORT: Upon completion of round trip missions, contractors are
entitled to purchase sufficient Petroleum, Oil, and Lubricants (POL) at Defense
Energy Support Center (DESC) standard prices for movement of the aircraft to its
nearest home base. If the contractor is depositioning their aircraft to a point
other than its nearest home base, the amount of fuel at DESC standard prices
shall not be more than that quantity which would be needed to deposition to the
contractor's nearest home base. The sale of POL in excess of depositioning POL
shall be at the current DESC standard price plus surcharge and required taxes.

4.13.1. POL FOR ONE-WAY TRIPS: Upon completion of one-way trips, contractors are
entitled to purchase sufficient POL at DESC standard prices for movement of the
aircraft to point of origin of the trip or to the home base

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nearest to the point of origin, if within the general area of the point of
origin of the live trip. If the contractor has commercial business for the ferry
trip, the contractor is entitled to purchase POL at the DESC standard price from
the destination point of the one-way mission to the point of origin of the
commercial mission as long as this station is less distant than the original
ferry leg.

4.13.2. POL FOR ONE-WAY OR ROUND TRIPS: Upon completion of one-way or round trip
missions, contractors shall be allowed to purchase POL at DESC standard price
for ferrying from one coast to another when positioning to originate another AMC
mission. Fuel at DESC standard price also will be provided to permit the return
of an aircraft to the opposite coast (or any point short of the opposite coast)
if the mission originated on the opposite coast regardless of the location of
the contractor's home base. Contractors may not transit other Air Force bases
enroute while ferrying cross-country.

4.13.3. POL PRODUCTS AT MILITARY BASES: At military bases, POL products of
military specifications will be provided to contractors, as required, on a
reimbursable basis. Military fuels JP-4 and 5 are acceptable substitutes for
commercial fuels. Contractors will provide their own unique requirements of
commercial type oils, lubricants, and fluids.

4.14. UNUSUAL WEATHER CONDITIONS: Whenever possible, the Government will make
every effort to delay a mission at the originating station in instances when
severe weather (for example, a typhoon) is forecast for the terminating station,
rather than permit the mission to proceed to an enroute station and then be
delayed. Contract missions will be permitted into military stations under either
actual or forecast typhoon or hurricane condition I or II, provided such flights
are conducted in accordance with FARs applicable provisions of the Foreign
Clearance Guide and have the approval of the departure and destination station
AMC Commander (Base Commander where there is no AMC Commander). This approval
shall be obtained prior to originating each flight segment entering the above
forecast conditions. There are no restrictions relative to actual or forecast
typhoon condition III or IV.

4.14.1. WEATHER DIVERSIONS: When the station is below a contractor's weather
minimum and is a scheduled traffic stop, the contractor is expected to hold
short at the preceding station or carry sufficient extra fuel for extended
holding until approval to divert is obtained from the ACO or a designated
representative. Diversions to airports in the general vicinity (i.e., McGuire
for Baltimore, McChord for Seattle) normally will be authorized. The contractor
shall provide surface transportation to the scheduled traffic stop.
Authorization for over flights will consider the volume of the enroute on-load
and off-load in relation to the destination load. Ensure AMC/TACC is advised of
any weather divert via OL-F or OL-G as soon as practical.

4.15. AUTHORITY TO LEAVE UNSAFE AIRCRAFT: According to Section 2640, Chapter
157, 10 US Code, the following shall apply with regard to the authority to leave
unsafe aircraft:

4.15.1. DETERMINATIONS TO LEAVE UNSAFE AIRCRAFT: AMC Air Carrier Survey Team
members or ramp inspectors, the Military Surface Deployment and Distribution
Command (SDDC), or such other agencies as may be designated by the Secretary of
Defense (or if there is no such representative reasonably available, the senior
officer on-board a contract mission) may order members of the armed forces to
leave a contract mission if the representative (or officer) determines a
condition exists on the aircraft which may endanger the safety of the
passengers. If serious deficiencies exist, the appropriate AMC representative
will initiate an operational immediate message to the next higher headquarters
with a copy to HQ AMC/A34YM. In cases where such deficiencies exist, only the
FAA representative has the authority to ground the commercial aircraft in
question.

4.16. CLEARANCES: The Government will provide the contractor with all passenger
and cargo data necessary for the completion of aircraft clearance including
customs, immigration, public health and similar documents. On arrival at the
destination airport, the Government will accept passengers at airport terminal
and assume all responsibility with respect to such passengers. The contractor
shall retain responsibility for furnishing appropriate agencies all required
manifest, immigration, and border clearance documents, covering all personnel
and cargo aboard the aircraft upon entry into the US or a foreign country. The
contractor shall also be responsible for payment of any charges, fees, or taxes
based upon use of terminal facilities by or for passengers or cargo. The
Government is not obligated to pay, or reimburse the contractor for payment, of
any such charges. The Government will reimburse the contractor for any fine
assessed, pursuant to a court or administrative order of the US, for violation
of any

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immigration law or regulation resulting from the transportation of a passenger
in reliance upon clearance by the Government.

4.16.1. LANDING RIGHTS: The contractor is responsible for obtaining necessary
landing rights or privileges and visas, passports, restricted area passes and
gate passes for crews, route support personnel and contractor employees to
ensure total compliance with all local security requirements.

4.16.2. DIPLOMATIC CLEARANCES: Contractor shall comply with the Aircraft
Diplomatic Landing and over fly Clearance Procedures as outlined in Appendix 4.

4.16.3. AIR ROUTE TRAFFIC CONTROL CLEARANCE OF AIRCRAFT: Commercial aircraft
landing permits are required for all military installations while performing AMC
contract missions. Commanders are authorized to impose a penally landing fee for
any aircraft which lands at a military base without prior authority (a valid DD
Form 2401), except for bona fide emergency landings.

4.16.3.1. LANDING PERMITS: The DD Form 2401 (Civil Aircraft Landing Permit) is
used to obtain approval at all military installations while performing bona fide
US Government AMC contract missions. Refer to Appendix 3, paragraph 15.0. CIVIL
AIRCRAFT LANDING PERMIT.
      o     For Air Force installations, contractors will request approval from
HQ AMC/A34YAI.
      o     For all other military installations, contractors will refer to the
reverse of the DD Form 2401 for instructions.

4.16.4. CRAF ALTERNATE LANDING PERMIT: If applicable, contractor may obtain
alternate landing permits for Air Force from HQ USAF/XOO-CA, Gabby Gabonia,
e-mail address: gaboniac@af.pentagon.mil, Phone: 703-697-5967/1796, FAX:
703-695-7004. For all other military installations, contractors will refer to
the reverse of the DD Form 2401 for instructions.

4.16.4.1. REVOKING PERMITS: The appropriate service approval authority may
revoke landing rights for particular flights during this contract for military
reasons (for example, military operations) without incurring any obligation on
the part of the Government.

4.16.4.2. GOVERNMENT OBLIGATION: The Government is not obligated to provide
services, supplies, equipment, or facilities other than landing, taxing and
parking areas. Fuel and oil purchases, supply and service charges, and landing
fees shall be governed, as appropriate, by AFI 10-1001, AR 95-2, and SECNAVINST
3770.1C. Purchases of fuel made necessary by use of a CRAF Alternate weather or
operational stop shall not be considered as part of the fuel adjustment as
otherwise provided under the terms and conditions of this contract.

4.17. ALTERNATE AIRPORTS: When planning alternate airports for missions,
contractors shall consider the following: Foreign off-load destinations; U.S.
military airfields; or airfield with US military facilities should be given
first priority. (AMC TACC shall provide preferred alternatives for each mission
based on forces, supplies and desired off-load locations.) Every effort shall be
made to contact the nearest or first available AMC C2 agency before proceeding
to an alternate.

4.18. AUTHORIZED TRANSPORT OF GOVERNMENT PERSONNEL ON FERRY SEGMENTS: Only those
Government personnel traveling for contract administration purposes are
authorized transportation on the ferry segments of AMC contract flights.

4.19. AIRFIELD RESTRICTIONS: Airfield restrictions exist at certain military and
commercial airfields worldwide. An AMC publication, entitled "AIRFIELD
SUITABILITY AND RESTRICTIONS REPORT," identifies airfield restrictions
specifically for AMC aircrews. This publication also lists "certification
airfields" which are the equivalent to FAA-designated "special airfields." These
fields have unique airfield hazards and operating procedures requiring increased
awareness and familiarity by aircrews. Contractors can obtain the current
edition of this publication, which is available for advisory purposes only, at
no cost, by contacting the following office:

       HQ AMC/A3AS                      TELEPHONE: (618) 229-3112
       402 Scott Drive Unit 3A1         FAX: (618) 256-2019

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      Scott AFB IL 62225-5302

This contract requires that at least one pilot member of an aircrew, operating a
mission into a DOD-designated certification airfield, shall have performed pilot
duties to that airfield within the past twelve months or reviewed an
FAA-accepted pictorial (e.g., video) detailing airfield hazards within 30 days
prior to performing the DOD contract mission. Contractors shall ensure that
aircrews are adequately briefed on all restrictions at applicable airfields,
including certification airfields, and properly trained before performing any
mission into these airfields.

4.19.1. AIRPORT QUALIFICATION PROGRAM: Additionally, DOD "Airport Qualification
Program" (AQP) videos for some certification airfields are available for
advisory purposes only, at no cost (one copy per contractor), by contacting the
following office:

JVISDA                    TELEPHONE: (570) 895-7439
Building 3, Bay 3         FAX: (570) 895-6106
11 Hap Arnold Blvd        E-Mail: vibuddy@hq.afis.osd.mil
Tobyhanna PA 18466-5102   Website: http://afishp6.afis.osd.mil/DODimagery/davis/

4.20. AIRFIELD APPROACH DATA: Airfield approach data acquired and generated by
AMC for use in military flight operations will be provided to the contractor at
no cost. The information is provided without warranty of accuracy or suitability
for commercial aircraft operations. The contractor remains responsible for
safety of flight to include verifying the accuracy and suitability of airfield
approach data and reconciling any conflict that may exist between AMC provided
data and standard commercial data. The contractor may communicate AMC provided
data to other parties only if disclaimer of US Government responsibility for
accuracy and suitability is prominently incorporated. AMC airfield approach data
information will be passed at the time of mission scheduling except for after
duty hours or for short-notice missions where departure has a window of less
than 24 hours. Under such circumstances, the contractor should contact the TACC
at (618) 229-0320 for contingency missions, (618) 229-0321 for channel missions,
and (618) 229-0323 for SAAM and exercise missions.

4.21. EXTENDED PARKING: All parking must be coordinated at the earliest known
time, in advance of projected arrival. Any request for extended parking will be
reviewed on an individual basis.

4.21.1. CRITERIA FOR CONSIDERATION OF REQUESTS FOR EXTENDED PARKING: Evaluation
of the contractor's request for extended parking privileges will be considered
based on the following:

      (1) Positioning of aircraft in advance of time stipulated in the contract
so as to prevent delays due to weather, crew limitations, or other reasons.

      (2) Back-to-back scheduling of aircraft for a follow-on AMC mission.

      (3) Other programmed mission requirements.

      (4) Aircraft programmed or scheduled for subsequent commercial operation
on termination of a military mission at a military station will not be granted
extended parking privileges.

      (5) When towing services are not available for the immediate respotting of
an aircraft from a terminating mission, the contractor shall furnish any
required taxiing crews. Towing equipment and crews required in the repositioning
of an aircraft resulting from the above action, or from a maintenance area,
shall be contractor- furnished, with the exception of the tractor and driver,
which will be furnished by the Government.

      (6) The Government shall not be responsible for late positioning of
contractor aircraft due to the lack of towing tractors, other equipment, or
personnel. Equipment or personnel may be withdrawn from contractor use for
higher priority AMC mission support

4.21.2. PROCEDURES FOR REQUESTING EXTENDED PARKING: Use the following procedures
in requesting approval for extended parking:

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      (1) Contractor may submit a request any time prior to arrival of the
aircraft. The request should be coordinated with the TACC scheduler and
submitted directly to the airfield manager. While the mission is in execution,
approval should be via the TACC/XOC.

      (2) The local operations center will advise the contractor whether the
request has been approved, or disapproved prior to the arrival of aircraft.

      (3) The TACC scheduler may intervene at the contractor's request if these
procedures result in denial.

4.22. MISSION POSITIONING - PEACETIME: Aircraft shall be positioned at the
originating station prior to scheduled departure as indicated below. These times
are for planning purposes and may be adjusted based on mission needs. Actual
times will be mutually agreed upon between the TACC scheduler and the contractor
when the schedule is established. Contractor shall adhere to operating hour
restrictions at all stations transited. An adequate crew complement to
accomplish pre-flight considerations shall be available at the aircraft not less
than one-hour-and-15-minutes prior to scheduled departure time. Pilot
crewmembers may be in operations preparing flight plans, receiving weather
briefing, etc., provided they comply with company Operations Manuals. EARLY
POSITIONING IS NOT AUTHORIZED UNLESS PRIOR COORDINATION AND APPROVAL HAS BEEN
OBTAINED.

      (1) CARGO MISSIONS:                      - HAND LOADING AND ROLLING STOCK
              PALLETIZED LOADING               1-25 ton ACL-4 hours

              1-13 pallets - 2 hours           26 or more tons ACL - 5 hours
              14-18 pallets-2 1/2 hours
              19 or more pallets - 4 hours

At stations where concurrent loading and servicing is not authorized, one hour
may be added to the required positioning times. This will be determined by the
TACC scheduler and the contractor when the schedule is established based on
mission needs. When the Government requires an aircraft to be bulk loaded, the
Government will notify the contractor 24 hours in advance of scheduled departure
time and the schedule will be revised to provide adequate time for loading and
unloading.

      (2) PASSENGER MISSIONS:

              250 or less ACL - 2 hours
              251 or more ACL - 3 hours

4.22.1. GROUND TIMES AT ENROUTE STATIONS: The following ground times for
passenger or cargo missions at enroute stations are for planning purposes.
Actual ground times will be based on mission needs and determined by the TACC
scheduler and the contractor when the schedule is established.

      (1) OPERATIONAL STOPS - Not in excess of 2 hours.

      (2) TRAFFIC STOPS - Minimum of 1 1/2 hours and a maximum of 3 hours.

4.22.2. GROUND TIMES AT TURNAROUND STATIONS: The following ground times at
turnaround stations of round trip missions are for planning purposes. Actual
ground times will be based on mission needs and determined by the TACC scheduler
and the contractor when the schedule is established.

      (1) CARGO MISSIONS:

              1-13 pallets - 2 1/2 hours
              14-18 pallets-3 hours
              19 or more pallets - 5 hours

      (2) PASSENGER MISSIONS:

              250 or less ACL - 3 1/2 hours
              251 or more ACL - 4 1/2 hours

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.22.3. OFF-LOAD TIMES AT DESTINATION (TERMINATING) STATIONS: The following
off-loading times at destination (terminating) station, including aircraft
servicing time, are for planning purposes. Actual ground times will be based on
mission needs and determined by the TACC scheduler and the contractor when the
schedule is established.

     (1)  CARGO MISSIONS:
              PALLETIZED LOADING               BULK LOADING AND ROLLING STOCK

              1-7 pallets - 45 minutes         1-25 tons - 2 hours
              8-13 pallets - 1 hour            26 or more tons - 3 hours
              14-18 pallets - 1 hour, 15
              minutes
              19 or more pallets - 3 hours

     (2)  PASSENGER MISSIONS:

              250 or less ACL - 2 hours
              251 or more ACL - 3 hours

4.23. SECURE LAUNCH: When secure launch is required and implemented, the TACC
mission controller (XOC) may communicate a hold or abort order to the contractor
representative (dispatcher) and OL-G (East AOR) or OL-F (West AOR). The
contractor dispatch shall in turn pass the secure launch, hold or abort order
directly to the aircrew. If a hold or abort order is given, the aircrew shall
not launch the aircraft. Aircrews should be prepared to hold in place until the
approval to launch or the abort order is received from their operations center
dispatch. The HQ AMC TACC/XOZ is the mission launch approval officer.

4.24. POSITIVE LAUNCH: When positive launch is required and implemented, the
TACC mission controller (XOC) will immediately notify the OL-F or OL-G of
locations requiring positive launch approval. The contractor shall contact the
TACC global organization one hour prior to departure for all aircraft impacted
by Positive Launch. The TACC will provide a launch approval, hold, or abort
order which the contractor shall pass directly to the aircrew. If a hold, or
abort order is issued, the aircrew shall not launch the aircraft. Aircrews
should be prepared to hold in place until approval to launch is received from
their operations center dispatch. The HQ AMC TACC/XOZ is the mission launch
approval officer.

4.25. GROUND CHEMICAL WARFARE DEFENSE ENSEMBLE (GCWDE): The contractor shall
develop and incorporate GCWDE training for their aircrews and all other
personnel deployable into forward areas. This training will be based on AMC
Pamphlet (PAM) 32-1, CIVIL RESERVE AIR FLEET AIRCREW CHEMICAL-BIOLOGICAL WARFARE
DEFENSE PROCEDURES, and the AMC produced video, CRAF CHEMICAL PROTECTIVE
EQUIPMENT, Contractor may obtain a copy of this reference material by contacting
HQ AMC/A34BC, 402 Scott Drive, Unit 3A1, Scott AFB, IL 62225-5302. A log of
personnel trained in this area shall be established and inspected during HQ
AMC/A34B and AMC/A34BC inspections. Deployed contractor personnel shall comply
with AMCPAM 32-1 during contingency actions, CRAF activation or as directed by
HQ AMC.

4.25.1. GCWDE TRAINING: If HQ AMC/A34BC directs issuance of GCWDE, aircrew
members may receive hands-on training and GCWDE for their flight into/out of the
AOR where chemical protection may be necessary. Contractors will stress the
importance of receiving the appropriate GCWDE and additional training at the
enroute stage location identified by HQ AMC/A34BC. These services will only be
offered at locations designated by AMC for these purposes. All Government
furnished GCWDE kits will be returned to the AMC designated locations
immediately after exiting the AOR.

4.25.2. GCWDE ASSOCIATED PERSONNEL: AMC will designate disaster preparedness
personnel to provide the necessary administrative, training, and inspection
requirements related to the issuance of GCWDE.

4.26. AEROMEDICAL TESTING AND TRAINING: The Government may request during the
contract performance period the use of a B-767 aircraft capable of accepting
AESS in order to conduct testing and training. Contractor shall comply with all
guidance included within this contract for aeromedical support when providing
service under testing and training. Specifics of any service called for under
testing and training will be identified in each individual DO. Testing and
training services required, price, and rates for baselining, and positioning and
depositioning the aircraft will be established through negotiation.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

4.27. AEROMEDICAL DATA: The Aeromedical Evacuation capability of AMC includes
the B-767 aircraft modified with the AESS. The AESS is connected to the
aircraft's electrical system through an electrical installation, which shall be
installed by the contractor or the Government's contractor, L-3 Communications -
Integrated Systems (L-3/IS). The following data is required from those
contractors with B-767s committed to the AE program and shall be provided
annually no more than 90 days after the CRAF contract effective date. Data shall
also be provided at the time of any change of aircraft tail number committed to
the AE segment of CRAF, or at the time of any change in the electrical load that
would affect the FAA work order for the kit installation. Data must be provided
with the input of the aircraft at L-3/IS.

4.27.1. WORK ORDER INFORMATION: The contractor will provide complete
modification instructions, to include appropriate electrical load analysis and
circuit breaker particulars required to meet electrical load requirements of the
AESS load, such that the L-3/IS can perform the work and return the aircraft to
service (unless otherwise negotiated, work shall be limited to the electrical
connector installation effort). L-3/IS will generate internal FAA approved work
orders (planning tickets), document the modification on an FAA Form 337, and
revise weight and balance information.

4.27.1.2. QUALITY CONTROL REPRESENTATIVE: Contractor will provide an authorized
Quality Control Representative anytime a modification is required. This
representative will assist L-3/IS with appropriate log book entry functions, and
if modifications are considered Required Inspections Items (RII), the
representative must be RII certified.

4.27.1.3. WEIGHT AND BALANCE INFORMATION: Contractor will provide initial weight
and balance information to L-3/IS prior to initiation of modification work, and
will assist L-3/IS documenting appropriate modified weight and balance data
validating the electrical connector installation.

4.28. CONTINGENCY ALERT: When the contractor is notified by the CO of a
contingency alert situation, the contractor shall provide (subject to
contractor's acceptance) services in preparation to perform airlift for a
potential contingency within the not-to-exceed amount negotiated with the
contractor. Performance will generally consist of positioning aircraft and crews
and related purchase of supplies or performance of services, as well as
administrative services directly associated with preparing for the contingency.
Before commencing performance and during performance, as changes occur, the
contractor shall keep the CO informed as to the types of services being
performed under CLIN 0002. (See Section B, paragraph 2d and Section G, paragraph
2g.) The CO will issue a modification to notify contractors when we are in a
contingency alert status and another one when contingency alert is no longer
required. The contingency alert status ceases upon a CRAF activation.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 1
                            DEFINITIONS AND ACRONYMS

DEFINITIONS:

ADMINISTRATIVE CONTRACTING OFFICER (ACO) - HQ AMC/A34YM assigned to manage
airlift contracts acting within specific authority as delegated by the PCO and
Federal Acquisition Regulations.

ADVISORY MESSAGES - Any factors which could have a negative impact on mission
success.

AEROMEDICAL EVACUATION (AE) - The Air Force AE system provides fixed-wing
movement of patients requiring supervision by aeromedical evacuation crew
members (AECMs) to locations offering appropriate levels of medical care.

AEROMEDICAL EVACUATION CREW MEMBER(S) (AECMS) - Qualified flight nurses and AE
technicians who perform in-flight patient care on fixed-wing aircraft using
medical equipment that meets airworthiness testing certification standards.

AEROMEDICAL EVACUATION SHIP SET (AESS) - A kit which contains subsystems for
installation on a Boeing 767 aircraft, enabling the aircraft to carry litter
patients and provide oxygen and electrical support for patient care.

AIRCRAFT CALL UP - After a stage, segment, and/or section of CRAF is activated,
the formal act of notifying a CRAF contractor that certain aircraft are required
to meet DOD airlift requirements in response to a CRAF activation. Aircraft
called up shall be given specific direction on where to relocate and scheduled
departure times. Aircraft should be called up by registration number.

AIRCRAFT POSITIONING - Placing of an aircraft at a specific departure point.

AIRCRAFT SUBSTITUTION - During CRAF activation, carriers may substitute aircraft
of equal capability for aircraft being called up. Such aircraft substitutions
must be acceptable to HQ AMC/A34BC and approved by the CO.

AIRLIFT SERVICES - ALL services (passenger, cargo, or medical evacuation) and
anything the contractor is required to do in order to conduct or position the
aircraft, personnel, supplies, and equipment for a flight and return. Airlift
Services include ground related services supporting CRAF missions. Airlift
Services do not include any services involving any persons or things which, at
the time of the event, act, or omission giving rise to a claim, are directly
supporting commercial business operations unrelated to a CRAF mission objective.

AIR LINE OF COMMUNICATION (ALOC) CARGO - One-way door-to-door transportation on
scheduled commercial flights from the DLA depot to identified locations within
96 hours calculated from time of receipt by contractor until released to
Government representative at destination. Method for calculating transit time is
explained in the POD Report.

AMC/A34BC - Directly responsible for the management of the CRAF. During CRAF
activation, HQ AMC/A34BC augments and reports to the AMC Crisis Action Team
(CAT) and TACC/CC for management of CRAF resources.

AMC MISSION - Any charter flight performed by an air carrier under a contract
with the Air Mobility Command.

AMC TACC INCREASED READINESS - When CRAF activation is anticipated, a message
prepared by AMC/A34BC will be sent to all CRAF contractors advising them that
AMC TACC is in a posture of increased readiness, and providing information on
where CRAF communications should be directed.

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

AMERICAN FLAG CARRIERS - The term "US flag air contractor" means an air
contractor holding a certificate under Section 401 of the Federal Aviation Act
of 1958 (49 U.S.C. App. 1371). Foreign air contractors operating under permits
are excluded.

ARRIVAL MESSAGE - Estimated landing time at next airport

AUGMENTING CONTRACTOR PERSONNEL - Personnel provided by other than contractor
enroute support CRAF contractors, who augment and perform duties at a contractor
enroute support station when requested.

AUGMENTING DOD PERSONNEL - DOD personnel provided as augmentees to support a
contractor enroute support station. The support provided by these personnel may
include, but is not limited to, GCWDE issue and training, intelligence and
mission briefings, and limited AMC C2 functions.

BAGGAGE SERVICE CENTER (BSC) - Traces mishandled baggage AMC-wide, determines
final action of case files, and compiles statistical data for HQ AMC.

BASE AIRCRAFT - The B747-100 (wide body) cargo and passenger aircraft for
long-range and the B727-100 cargo and passenger aircraft for short-range.

BASE CARGO AIRCRAFT ACL - This is calculated by dividing 180,000 pounds (the
average maximum total cargo weight a B747-100F can carry a distance of 3500 NM)
by 2,000 pounds (the weight in one short-ton). The result is 90 short-tons is
multiplied by 87% (the average percent of cargo actually carried on commercial
aircraft during contingencies), resulting in 78 short-tons. The B727-100F ACL is
calculated by dividing 43,000 pounds (the average maximum total cargo weight
carried 1500 nautical miles) by 2,000 pounds. The result, 21.5 short-tons is
multiplied by 87%, resulting in 18.7 short-tons.

BASE PASSENGER AIRCRAFT ACL - This is the B747-100 calculated by dividing
130,000 pounds (the average maximum total passenger weight a B747-100 can carry
a distance of 3500 nautical miles (NM)) by a war planning passenger weight of
400 pounds (including full battle dress, duffel bag, etc.). The result is 325
passengers. The B727-100 ACL is calculated by dividing 30,000 pounds (the
average maximum passenger weight carried 1500 NM) by 400 pounds, resulting in 75
passengers.

BASELINE - Preparation of the Boeing 767 aircraft by contractor representatives
(removal of designated galleys, lavatories, seats, etc.) to enable the
installation of the CRAF AESS.

BLOCK SPEED - The average true airspeed, in knots, of an aircraft, including
ascent, descent, and taxi to block-in.

BLUE BARK - US military personnel, US citizen civilian employees of the DOD and
the dependents of both categories who travel in connection with the death of an
immediate family member. It also applies to designated escorts for dependents of
deceased military members. Furthermore, the term is used to designate the
personal property shipment of a deceased member.

CATEGORY "A" CARGO (CAT A) - Transportation of less than full planeload lots of
cargo individually waybilled on scheduled commercial flights between the CONUS
and overseas stations or between overseas stations.

CATEGORY "B" (CAT B)/PATRIOT EXPRESS (PE) AIRLIFT - AMC channel airlift for the
transportation of passengers in full planeload lots on aircraft chartered from
the commercial air industry. These international charter flights are scheduled
by AMC on a regular basis to and from designated commercial airports and/or AMC
gateways and/or military aerial ports.

CHANNEL AIRLIFT - CAT B/PE airlift provided on a scheduled basis between two
points. There are two types of channel airlift. A REQUIREMENTS CHANNEL serves
two or more points on a scheduled basis depending on the volume of traffic; a
FREQUENCY CHANNEL is time-based and serves two or more points. (Note: 2nd
character of mission number dictates passenger or cargo (i.e., B, cargo / K,
passenger).)

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

CHILDREN - Ages 12 and under

CIVIL AIRLIFT SUPPORT ELEMENT (CASE) - Upon request of AMC TACC, the AMC/A34BC
shall recruit a team of two to four CASSs, possessing cargo and passenger
expertise, and volunteered by civil air contractor resources, who shall augment
an AMC TALCE at an on-load or off-load site. The CASE shall act as a liaison
between the AMC and the civil contractors and shall provide the necessary
liaison support for civil aircraft and aircrews as they transit specific
airfields.

CONTINGENCY - An emergency involving military forces caused by natural
disasters, terrorists, or required military operations. Contingencies require
plans, rapid response, and special procedures to ensure the safety and readiness
of personnel, installations, and equipment. Civil Air support is required.
Contingency missions are not considered CAT B/PE.

CONTINGENCY ALERT - A situation prior to the actual awarding of an airlift
mission or activation of the CRAF to ensure contractors are fairly compensated
for services they may perform in preparation to support a contingency for AMC.
"Contingency Alert" applies prior to a contingency when civil air support is
required.

COMMAND AND CONTROL (C2) AGENCY - A C2 agency from which the commander and staff
direct actions in support of the unit's assigned mission. The C2 agency is the
focal point of unit operations, and as such receives and disseminates orders,
information, and requests necessary for the C2 of assigned forces and
operations. Each AFB has some type of C2 agency - base, wing, MAJCOM - on (in
rare cases) a combination of C2s at the same base. The number of personnel
required to operate a C2 depends on the mission supported. Air Mobility Control
Centers (AMCCs) are C2 agencies primarily located overseas, with the exception
of Dyess AFB, TX.

CONTRACT ADMINISTRATOR (CA) - Individuals assigned by AMC at strategic locations
throughout the world as a representative of the ACO. The CA assists in the
management of assigned contracts acting within specific authority as delegated
by the ACO.

CONTRACTOR CONTROLLABLE DELAY - A delay for any other reason besides those
defined as contractor uncontrollable.

CONTRACTOR ENROUTE SUPPORT - A term applied to the CRAF contractor that
contractually commits to supporting civil aircraft and crews flying in support
of AMC contract operations at any stage of CRAF activation as they transit
specific civil airports.

CONTRACTOR ENROUTE SUPPORT STATION - HQ AMC/A34BC selects civil airports as
contractor enroute support stations based on the facilities available and the
needs of CRAF and AMC.

CONTRACTOR UNCONTROLLABLE DELAY_ - A delay at originating and turnaround
stations caused by factors beyond the control and without the fault or
negligence of the contractor.

CRAF ACTIVATION - The formal act of notifying CRAF contractors that a CRAF
stage, segment, section and/or element or portions thereof are operational.

CRAF DEACTIVATION - The formal act of notifying CRAF contractors that a CRAF
stage, segment, section and/or element or portions thereof are no longer
operational.

CRAF ELEMENT - As a part of a section, a CRAF element is identified as either
passenger or cargo service.

CRAF SECTION - A CRAF section is a subordinate component of the segment. For
example, within the International Segment are the Long-Range and Short-Range
Sections.

CRAF SEGMENT - A segment is the largest unit within CRAF. There are three CRAF
segments. The CRAF segments are the International, AE, and National.

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-3

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

CRAF STAGE - A portion of CRAF that may be activated for use in meeting JCS
airlift requirements in support of US military involvement in worldwide
contingencies.

CREW REST - Minimum crew rest, prior to first DOD segment or between DOD
segments, is 10 hours. At the contractor's discretion, that rest can be reduced
to nine hours if the crew is still able to receive eight hours of uninterrupted
rest.

CRITICAL CARE AIR TRANSPORT TEAM (CCATT) - Physician, critical care nurse, and
respiratory technician assigned to stabilized patient care.

CRITICAL INFORMATION - Information about friendly activities, intentions,
capabilities or limitations that an adversary needs in order to gain a military,
political, diplomatic, or technological advantage, is considered critical.
Examples of critical information are: for whom a contractor is flying; what the
mission is; where the on-load and off-load locations are; where enroute
locations may be; when the mission is going to be conducted; what military units
may be involved; and what cargo may be carried. Premature or improper release of
critical information may prevent the successful completion of the mission and
may even cause the loss of lives or damage to friendly resources.

DEADHEAD TRANSPORTATION - IAW with FAR Section 121.491 - Flight time
limitations: deadhead transportation is defined as "Time spent in deadhead
transportation to or from duty assignment that is not considered to be a part of
a rest period."

DEFICIT TRAFFIC - This term applies to a situation where the contractor's
aircraft did depart, but where the full amount of traffic within the guaranteed
ACL could not be transported on the flight involved due to reasons caused by the
contractor.

DEMURRAGE - Departure delays of more than three hours beyond the scheduled block
time on completed cargo missions when delay is Government controllable.

DEPARTURE MESSAGE - Departure time from previous ICAO.

DISTINGUISHED VISITOR (DV) - These passengers are senior officers (06 or
civilian equivalent and above) or senior public officials.

DIVERSION - The enroute rerouting of a trip due to: the threat of, or actual
hostilities; weather; medical emergency; or natural disaster. Both the
Government and the contractor have the right to divert any trip for these
reasons. The contractor shall be paid the AMC rate for Government directed
diversions.

DRY LEASE - Lessor provides the asset to the Lessee for the Lessee to use. In
return the Lessee pays the Lessor a contracted sum at contracted intervals.

          - The lease of aircraft only. The lessee provides its own crew or
      pilot.
          - The FAA defines a dry lease as the lease of an aircraft without a
      pilot.

EMERGENCY LEAVE - Leave granted as a result of an emergency situation (personal
or family) that requires the Service member's presence.

EARLY DEPARTURE - A contracted commercial air mission departing its location
more than 20 minutes prior to the agreed upon scheduled departure time as
reflected in AMC passenger and cargo schedules.

EXECUTIVE ORDER - An order originating from the Executive Branch of the US
Government, generally considered to be from the President.

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-4

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

EXERCISE - A military maneuver or simulated wartime operation involving
planning, preparation, and execution. It is carried out for the purpose of
training and evaluation. It may be a multinational, joint, or single-Service
exercise, depending on participating organizations. Exercise missions are not
considered CAT B/PE.

GLOBAL PATIENT MOVEMENT REQUIREMENTS CENTER (GPMRC)/THEATER PATIENT MOVEMENT
REQUIREMENTS CENTER (TPMRC) - Patient movement control and regulating center
responsible for validating patient movement requirements and matching patient
needs with bed availability.

GOVERNMENT SPONSORED PERSONNEL (CARGO ONLY) - Individuals under military orders
stating they are escorts, couriers, and/or guards for cargo or human remains or
a TACC directed MRT.

GUARANTEED ALLOWABLE CABIN LOAD (GACL) - The amount the Government purchases.

INTRA-BASE COMMUNICATION - On base telephone service.

LOX - Liquid Oxygen

MAJOR DISCREPANCY - A discrepancy that counts as one violation towards the
performance threshold outlined in the SDS for passenger and cargo missions.

MANIFESTS - Movement record of traffic transported on aircraft operated by, for,
or under the control of the DOD.

MAXIMUM STANDARD PAYLOAD - The 'Maximum Standard Payload' as used by AMC in its
Uniform Negotiated Rates and Rules, is the same as the GACL or ACL. The GACL is
the number of passengers and baggage weight, for which the contractor guarantees
availability to the Government. GACL does not include weight of baggage
equipment (i.e., LD3 containers, pallets, nets) or hand-carried baggage. This
does not apply to cargo missions. The Government agrees to use this amount as
the price basis regardless of whether the Government utilizes the full
guaranteed capacity on any given flight.

MEDICAL CREW DIRECTOR (MCD) - A qualified flight nurse responsible for the
overall supervision of patient care and management of CCATTs and AECMs assigned
to AE missions.

MILITARY INSTALLATIONS - Defined as airfields that are owned, leased, or
controlled by the US Government.

MINOR DISCREPANCY - A discrepancy that counts as 1/3 of a violation towards the
performance threshold outlined in the SDS for passenger and cargo missions.

MOBILIZATION REPRESENTATIVE (MOBREP)/TECHNICAL ADVISORY GROUP (TAG) - The MOBREP
is a person, and the TAG is made up of persons, provided by CRAF contractors to
furnish technical advice and information designed to provide maximum
coordination, efficiency, and effectiveness in the use of CRAF aircraft.

NAVIGATION ROUTE KIT - Navigation route kits are provided by the Government
through the NIMA and the DLA. NIMA is responsible for content and publication.
DLA is responsible for account management, shelf stock and automatic
distribution. The contractors are required to retain and maintain in serviceable
condition the publications and charts required in the kit. Contractors are
authorized to use FLIPs and charts during peacetime commercial and military
contract operations; however, the kits must be maintained in a ready status to
support any stage of CRAF activation. A navigation kit generally consists of
IFR/Visual Flight Rules (VFR) Enroute Supplements, Terminal High/Low Altitude
Instrument Approach Books, IFR High/low Altitude Enroute Charts, IFR Area
Charts, Area Arrival Charts, VFR Arrival/Departure Routes, US Terminal
Procedures, Airfield Diagrams, Flight Information Handbook, General Planning
Book, Area Planning Books, and Foreign Clearance Guide for the specific area of
CRAF in which a contractor is contracted to fly (International, Domestic, or
Alaska).

NONCOMBATANT EVACUATION OPERATION (NEO) - Protection and Evacuation of US
Citizens and Designated Aliens in Danger Areas Abroad.

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-5

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

ON-SITE SURVEY - A comprehensive on-site evaluation by a DOD survey team to
assess factors bearing on the suitability of a civil air contractor to perform
airlift service for DOD agencies.

OPERATIONAL CONTROL (OPCON) - Transferable command authority that may be
exercised by commanders at an echelon at or below the level of Combatant
Command. OPCON is inherent in Combatant Command (command authority) and is the
authority to perform those functions of command over subordinate forces
involving organizing and employing commands and forces, assigning tasks,
designating objectives, and giving authoritative direction necessary to
accomplish the missions. OPCON includes authoritative direction over all aspects
of military operations and joint training necessary to accomplish missions
assigned to the command. OPCON should be exercised through the commanders of
subordinate organizations; normally this authority is exercised through the
Service component commanders. OPCON normally provides full authority to organize
commands and forces and to employ those forces as the commander in operational
control considers necessary to accomplish assigned missions. OPCON does not, in
and of itself, include authoritative direction for logistics or matters of
administration, discipline, internal organization, or unit training.

OPERATIONAL STOP - An operational stop is one made by the contractor for
convenience

OPERATIONS SECURITY (OPSEC) - OPSEC is a process of identifying critical
information and analyzing friendly actions during military operations and other
activities, in order to determine what can possibly be observed by potential
adversaries and determine what indicators can be interpreted or pieced together
to derive critical information that could be useful to an adversary, and then
selecting and executing measures that eliminate or reduce the vulnerabilities of
friendly actions to adversary exploitation. The OPSEC process includes
communication security (COMSEC), emissions security (EMSEC), and information
security (INFOSEC).

ORIGINATING STATION - The initial on-load station of a mission.

PALLET - 463L SYSTEM - Aircraft pallets, nets, tie down and coupling devices,
facilities, handling equipment, procedures, and other components designed to
interface with military and civilian aircraft cargo restraint systems which
accepts pallets 108" x 88".

PASSENGER MANIFEST - A list of passengers assembled for an AMC mission in
whatever form or media that has been fully reconciled. In practical terms, this
means that every passenger listed on the manifest has been verified as having
been on board the aircraft when it departed.

PATRIOT EXPRESS (PE)/CAT B AIRLIFT - AMC channel airlift for the transportation
of passengers in full planeload lots on aircraft chartered from the commercial
air industry. These international charter flights are scheduled by AMC on a
regular basis to and from designated commercial airports and/or AMC gateways
and/or military aerial ports.

PASSENGER CONVENIENCE DELAY - When a delay exceeds four hours, the ACO may
determine to add up to 12 hours to the current controllable or non-controllable
delay for the comfort and interest of the passengers.

PETS - Cats and Dogs only.

PHOENIX RAVEN (PR) - The PR teams will deter, detect, and counter threats to AMC
personnel and aircraft by performing close-in aircraft security; advising
aircrews on force protection measures; accomplishing airfield assessments to
document existing security measures and vulnerabilities and assist aircrew
members in the performance of their duties, when not performing PR duties.

POSITIONING OR DEPOSITIONING MISSION - Missions performed to relocate aircraft
for the purpose of conducting a mission. Depositioning missions are those made
to return aircraft from bases at which missions have terminated.

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

POSITIVE LAUNCH - Used by HQ AMC TACC for missions operating into locations
requiring flow control or other management control.

PROCURING CONTRACTING OFFICER (PCO) - A contracting officer designated to
solicit, negotiate, and award airlift contracts.

REROUTE - The changing of a trip's route to other than that which is specified
in Section B or in a Delivery Order.

ROUTE SUPPORT:

      INTERCOMPANY ROUTE SUPPORT: When one contractor wishes to move route
support for another contractor on a non-revenue basis.

      INTERNATIONAL ROUTE SUPPORT: Authorized route support may include the
movement of positioning crewmembers and the direct support of aircraft parts and
components and ground support items in direct support of an AMC mission.

      INTRACOMPANY ROUTE SUPPORT: When one contractor wishes to move it's own
route support.

      REVENUE ROUTE SUPPORT: There will be times when AMC airlift contractors
are unable to support themselves adequately through the route support means
provided for in the contract. When a contractor desires, they may have their
route support moved as Government-sponsored traffic (revenue route support).

SAFE HAVEN - Emergency assistance provided by an installation due to
circumstances beyond a contractor's control (such as severe weather or equipment
breakdown)

SCHEDULES - The detailed arrangements regarding the days and time of day of the
flight operations required to perform the air transportation services called for
under this contract.

SECURE LAUNCH - Used by HQ AMC TACC for missions operating into high threat
locations.

SPECIAL ASSIGNMENT AIRLIFT MISSION (SAAM) - A mission requiring special
pickup/delivery at locations other than those established within the approved
channel structure or requiring special consideration because of the number of
passengers, weight or size of the cargo, urgency or sensitivity of movement, or
other special factors. SAAMs are not considered CAT B/PE.

SPOTLIGHTING - The attempt by unknown individuals to shine light on aircraft,
landing or departing, with possible hostile intent.

SUPERVISORY CONTRACTOR REPRESENTATIVE (SCR) - The person responsible for the
control of contractor personnel involved in concurrent servicing operations,
fuel nozzle connection/disconnection, and operation of refueling control panel
on commercial aircraft.

STAGE I - COMMITTED EXPANSION. Stage I may be activated for a minor regional
contingency or other situation when AMC organic airlift resources cannot meet
both deployment and other airlift requirements simultaneously.

STAGE II - DEFENSE AIRLIFT EMERGENCY. This stage is activated to support a
defense airlift emergency. It responds to requirements greater than Stage I but
is less than full national mobilization. It is comprised of all three segments.

STAGE III - NATIONAL EMERGENCY. This stage is activated to support a declared
national defense-oriented emergency or war, or when otherwise necessary for the
national defense.

                                                                    Attachment 1
                                                                   29 March 2004

                                       1-7

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

STAGES I, II, AND III ACTIVATION - This message, addressed to all CRAF
contractors, with information copies forwarded to appropriate Government
addressees will advise CRAF contractors that CRAF is activated and will include
the approximate percentage of aircraft and type of airlift (cargo or passenger)
which may be required. AMC TACC/CC will release the message upon receipt of
proper authority from USTRANSCOM.

STAGES I, II, AND III ACTIVATION WARNING - This message, sent to all CRAF
contractors with an information copy to appropriate Government addressees,
serves as an advisory for contractor company planning.

STANDARD ALLOWABLE CABIN LOAD (ACL) - ACL identified in Rates and Rules by
Aircraft Type.

STANDARD COMMUNICATION - HF communications is the standard/primary means of
worldwide C2 agency communications.

SUBSTITUTE SERVICE - The substitution of an aircraft to replace contractor's
aircraft which is unable to proceed from the departure station or from any
enroute station short of destination LAW schedules established pursuant to this
contract.

TANKER AIRLIFT CONTROL CENTER (TACC) - The AMC control facility that provides C2
of AE strategic assets and monitors all channel operations.

TACC GLOBAL ORGANIZATION - Contingency missions - (618) 229-0320; Channel
missions - (618) 229-0321; SAAM and Exercise missions - (618) 229-0323.

TECHNICAL ADVISORY GROUP (TAG)/MOBREP - The MOBREP is a person, and the TAG is
made up of persons, provided by CRAF contractors to furnish technical advice and
information designed to provide maximum coordination, efficiency, and
effectiveness in the use of CRAF aircraft.

THEATER PATIENT MOVEMENT REQUIREMENTS CENTER (TPMRC)/GPMRC - Patient movement
control and regulating center responsible for validating patient movement
requirements and matching patient needs with bed availability.

TRAFFIC STOP - A military required stop. The contractor must meet scheduled
arrival and departure times.

TURNAROUND STATION - That station of a round-trip mission where the mission
number changes or initial backhaul on-load station of a round-trip SAAM.

WIDE BODY (LONG-RANGE BASE AIRCRAFT) EQUIVALENT (WBE) OR B727-100 (SHORT-RANGE
BASE AIRCRAFT) EQUIVALENT (SRE) - The capability of an aircraft in relationship
to the Base Aircraft. This is computed by dividing the million ton mile (MTM) or
million passenger mile (MPM) of the aircraft by the MTM or MPM of the Base
Aircraft.

                                                                    Attachment 1
                                                                   29 March 2004

                                       1-8

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                    ACRONYMS

ACL        Allowable Cabin Load
ACO        Administrative Contracting Officer
ADFAA      Aviation Disaster Family Assistance Act
AE         Aeromedical Evacuation
AECM       Aeromedical Evacuation Crew Member
AESS       Aeromedical Evacuation Ship Set
AFB        Air Force Base
AFH        Air Force Handbook
AFI        Air Force Instruction
AFJI       Air Force Joint Instruction
AFMAN      Air Force Manual
AFS        Air Force Specialty
AFOSHSTD   Air Force Occupational Safety and Health Standard
AFTN       Air Force Transportation Network
AGE        Aerospace Ground Equipment
ALOC       Air Line of Communication
AMC        Air Mobility Command
AMCC       Air Mobility Control Center
AMCI       Air Mobility Command Instruction
AOR        Area of Responsibility
APOD       Aerial Port of Debarkation
APOE       Aerial Port of Embarkation
APU        Auxiliary Power Unit
AQP        Airport Qualification Program
AR         Army Regulation
ARINC      Aeronautical Radio, Inc.
ATC        Air Traffic Control
ATD        Actual Time of Departure
BSC        Baggage Service Center
C2         Command and Control
CA         Contract Administrator
CAO        Casualty Affairs Office
CASE       Civil Airlift Support Element
CASS       Civil Airlift Support Specialists
CAT        Crisis Action Team
CAT A      Category A
CAT B      Category B
CCATT      Critical Care Air Transport Team
CFR        Code of Federal Regulation
CLIN       Contract Line Item Number
CO         Contracting Officer
COINS      Commercial Operations Integrated System
COMSEC     Communications Security

                                                                    Attachment 1
                                                                   29 March 2004

                                       1-9

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

CONOPS     Concept of Operations
CONUS      Continental United States
CRAF       Civil Reserve Air fleet
CSS        Concurrent Servicing Supervisor
DDJC       Defense Depot, San Joaquin CA
DDSP       Defense Depot, Susquehanna PA
DESC       Defense Energy Support Center
DFAS       Defense Finance and Accounting Service
DISO       Defense Industrial Security Officer
DLA        Defense Logistics Agency
DO         Delivery Order
DOD        Department of Defense
DODD       DOD Directive
DODAAC     DOD Activity Address Code
DOT        Department of Transportation
DSS        Defense Security Service
DSSCO      Defense Security Service Clearance Office
DV         Distinguished Visitor
EL         Emergency Leave
EMSEC      Emissions Security
EMTF       Expeditionary Mobility Task Force (21 EMTF and 15 EMTF)
EPA        Environmental Protection Agency
ERS        Enroute Support Service
ESCAT      Emergency Security Patrol of Air Traffic
ETA        Estimated Time of Arrival
ETD        Estimated Time of Departure
ETIC       Estimated Time Aircraft will be in Commission
ETOPS      Extended Twin-Engine Operations
FAA        Federal Aviation Administration
FAM        Federal Air Marshall
FAP        Family Assistance Plan
FFAP       Federal Family Assistance Plan
FAR        Federal Acquisition Regulation
FAR        Federal Aviation Regulation
FCG        Foreign Clearance Guide
FLIP       Flight Information Packet
FSO        Facility Security Officer
FSSZ       Fuel Servicing Safely Zone
GACL       Guaranteed Allowable Cabin Load
GCWDE      Ground Chemical Warfare Defense Ensemble
GDSS       Global Decision Support System
GMT        Greenwich Mean Time
GPMRC      Global Patient Movement Requirements Center
HF         High Frequency
HQ         Headquarters

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

IATA       International Air Transportation Association
IAW        In Accordance With
ICAO       International Civil Aviation Organization
ID         Identification
IFF        Identification of Friend or Foe
IFR        Instrument Flight Rules
INFOSEC    Information Security
INS        Inertial Navigation System
LOX        Liquid Oxygen
MAJCOM     Major Air Command
MCD        Medical Crew Director
MHE        Material Handling Equipment
MOBREP     Mobilization Representative
MOG        Maximum on Ground
MPM        Million Passenger Mile
MRT        Maintenance Recovery Team
MTM        Million Ton Mile
MTMC       Military Traffic Management Command (SDDC as of 1 Jan 04}
MV         Mobilization Value
NEO        Noncombatant Evacuation Operation
NEW        Net Explosive Weight
NIMA       National Imagery and Mapping Agency
NM         Nautical Mile
NORAD      North American Aerospace Defense Command
NTSB       National Transportation Safety Board
OCONUS     Outside Continental United States
OET        Office of Emergency Transportation
OL-F       Travis AFB (15 AF) (West AOR)
OL-G       McGuire AFB (21 AF) (East AOR)
OPCON      Operational Control
OPSEC      Operations Security
PCO        Procuring Contracting Officer
PE         Patriot Express
PL         Public Law
POD        Proof of Delivery
POL        Petroleum, Oil, Lubricants
PSAB       Prince Sultan Air Base, Saudi Arabia
PWS        Performance Work Statement
QAP        Quality Assurance Personnel
QAS        Quality Assurance Specialist
RSPA       Research and Special Programs Administration
SAAM       Special Assignment Airlift Missions
SCR        Supervisory Contractor Representative
SDDC       Military Surface Deployment and Distribution Command (formerly MTMC)
SDS        Service Delivery Summary

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-11

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

SDWA       Safe Drinking Water Act
SIF        Selective Identification Feature
SPINS      Special Instructions
SPR        Single Point Refueling
SSAN       Social Security Account Number
SRE        Short-Range Equivalent
TA         Team Arrangement
TACC       Tanker Airlift Control Center
TAG        Technical Advisory Group
TALCE      Tanker Airlift Control Element
TCN        Transportation Control Number
TDD        Time Definite Delivery
TO         Technical Order
TSA        Transportation Security Administration
TMPRC      Theater Patient Movement Requirements Center
UN         United Nations
US         United States
USAF       United States Air Force
USCG       United States Coast Guard
USDA       United States Department of Agriculture
USDAO      US Defense Attache Office
USTC       United States Transportation Command
VFR        Visual Flight Rules
WBE        Wide Body Equivalent

                                                                    Attachment 1
                                                                   29 March 2004

                                      1-12

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 3
                                REQUIRED REPORTS

1.0. GENERAL: The following reports are required in the performance of this PWS.

2.0. LIST OF AIRCRAFT: The contractor shall submit with their offer a List of
Aircraft being offered to the CRAF. The contractor shall identify aircraft by
type, FAA Aircraft Registration (tail) Number, and indicate whether the aircraft
is owned (O) or leased (L) as outlined in sample Appendix 3A. If at any time
during the period of performance of this contract, a change to the List of
Aircraft is required, contractor shall submit the changed information to HQ
AMC/A34YAI.

2.1. ALL OPERATIONS: In the event a flight containing SECRET or CONFIDENTIAL
material is delayed, interrupted or terminated at an unscheduled point,
immediate notice to that effect shall be given to the ACO. Prompt and strict
compliance with instructions received as pertains to the security of the SECRET
or CONFIDENTIAL material shall be maintained. To determine the security
clearance of CRAF personnel, call the FSO. If unsuccessful, then contact the
Defense Security Service Clearance Office (DSSCO) at 1-888-282-7682 or DSN 850-
2265.

3.0. NOTICE OF ACCIDENTS - DOD MISSIONS: When a contractor's aircraft is
involved in an accident or incident in support of a DOD mission, as defined in
49 CFR, Part 830, the contractor shall transmit the following information by the
most expeditious means available, to the TACC Emergency Action Cell at Scott
AFB, Illinois, telephone (618) 229-0360. On the next business day, notification
shall also be made to the ACO, via facsimile letter to (618) 256-2804, or by
e-mail.

     (1) Contractor and trip number.

     (2) Aircraft type and number.

     (3) Date and time of the accident.

     (4) Last point of departure and point of intended landing of the aircraft.

     (5) Nature of the accident and the extent of damage to the aircraft so far
as is known.

     (6) Total number of crewmembers and passengers on board.

     (7) Number of injured and fatalities aboard the aircraft.

     (8) Condition of baggage or Government-owned material, if any, on board.

4.0. NOTICE OF ACCIDENTS - ALL CARRIER OPERATIONS: When a contractor's aircraft
is involved in any accident, DOD or otherwise, the contractor shall transmit the
information in paragraph above to HQ AMC/A34B, Scott AFB IL (618) 229-4801.
Incidents are reportable to HQ AMC/A34B only when they occur on a DOD charter.
Accident and incident information should be provided on the next business day by
the most expeditious means available. Accidents and incidents are defined in 49
CFR, Part 830.

5.0. AIRCRFT MEDICAL INCIDENTS: Report all aircraft medical incidents in flight,
or while AMC passengers are under the control of the pilot in command, to the
first available QAP or CA, at the next enroute station for in flight incidents,
or the station where the incident occurs.

6.0. DOD CASUALTIES: In cases where a death occurs on a contractor's aircraft,
the following information shall be furnished via telephone to the phone numbers
listed below: Name, Social Security Account Number (SSAN), and component of
service identified as Army-USA, Air Force-USAF, Navy-USN, Marine Corps-USMC,
Coast Guard-USCG. The following is a list of phone numbers for service casualty
offices:

                                                                    Attachment 1
                                                                   29 March 2004

                                       3-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

US Army: (800)626-3317           US Air Force: (800)433-0048
US Marine Corps: (800)847-1597   US Navy: (800)368-3202

Coast Guard (USCG):   Atlantic Area Operations Center: (757) 398-6390
                      (accidents east of the Mississippi)
                      Pacific Area Operations Center: (510) 437-3701 (accidents
                      west of the Mississippi)

A faxed informational copy shall be provided to HQ AMC/A34Y/A43 (fax no. (618)
256-6476) and TACC/XOG, (fax no. (618) 229-1978) or EA Cell (fax no. (618)
256-1823).

7.0. MILEAGE REPORT PROCEDURES:

7.1. REPORT SUBMISSION: Contractors shall submit monthly round-trip and one-way
trip mileage and associated financial data to AMC CONF/A34YMA, 402 Scott Dr.,
Unit 3A1, Scott AFB IL 62225-5304. Reporting period shall include the first day
through the last day of each month and shall be submitted monthly within 60 days
after the end of the reporting period. Completed mileage reports will be
submitted at the same time the Monthly Fuel Report is submitted. See para 17.0,
FUEL ADJUSTMENT PROCEDURES, below. Negative reports are required when no flying
was performed.

7.2. INSTRUCTIONS: AMC's one-way and round trip worksheets are used for the
monthly reporting of AMC statistical data. Both of these reports become an
integral part of the statistical base used during the rate review process.
Sample mileage report formats are provided as Appendix 3B-1 and Appendix 3B-2.
The report formats in Excel will be provided electronically to each contractor.

      o     At the top of each worksheet, enter carrier name, type aircraft,
            entity, type of service (pax or cgo), aircraft days, available cabin
            load (ACL), and month and year. A separate schedule should be
            completed for each different geographic reporting entity (ATL or
            PAC), type of service (pax or cgo), and aircraft type (B-747, DC-
            10). Also, report each AMC mission flown, listing the mission data
            line-by-line, in chronological order to the day of the month
            operated. If additional space is required for a mission, utilize a
            second line. Segregate missions by geographical entities to
            correspond to your Form 41 reports.

      o     The following guidelines should cover 95 percent of all AMC missions
            flown. When miles and hours are assigned to AMC in the one-way and
            round-trip worksheets, the gallons should be assigned to AMC in the
            fuel report so all information tracks. Other situations not covered
            by the following will be considered and should be brought to the
            attention of the AMC analyst for review.

      o     AMC MISSION NUMBER. The mission number can be identified as a 6 or 7
            position number. The mission number is identified on the Form 8,
            Civil Aircraft Certificate (the document that travels with the
            flight crew of each AMC mission) as trip number, i.e., BBAF1N2 or
            AAM0193.

      o     AMC MISSION ROUTE AS FLOWN. Insert the station codes for the points
            actually transited on an AMC mission. Show ONLY these stations
            beginning with the first point from which the AMC live operation
            actually began (the initial on-load point) continuing throughout the
            intervening stations to the AMC terminating station where the live
            AMC mission ends (final AMC off-load point). Identify all
            departures, and place operational stops, which are made for carrier
            crew change, fueling, etc, with an asterisk. Identify stations using
            four letter ICAO codes.

      o     AMC REVENUE MILES AND HOURS. There are five categories of miles AMC
            considers revenue data, and this data is used in allocating cost
            during the rate review.

                                 AMC Revenue Miles & Hours
            ----------------------------------------------------------------
            Round - Trip        One-Way
            ----------------------------------------------------------------
            Live   Paid Ferry   Live   Empty Backhaul/Fronthaul   Paid Ferry
            ----------------------------------------------------------------
            i      ii           iii    iv                         v

                                                                    Attachment 1
                                                                   29 March 2004

                                       3-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                  (i) Report the round-trip miles and hours flown from initial
on-load to final off-load point which correlate to the AMC paid mission miles.

                  (ii) There are two kinds of paid ferry associated with AMC
round-trips that should be reported as revenue statistics:

                        a. Paid ferry to position an aircraft for an AMC
mission. In the case of a ferry where AMC pays to position an aircraft for an
AMC round-trip mission, report the ferry miles and hours flown correlating to
the AMC paid ferry miles.

                        b. Paid ferry at the conclusion of a round-trip to pay
for miles from terminating station back to originating station (commonly known
as an "Open Jaw" trip). In the case of a ferry where AMC pays for the miles
between terminating and originating stations, report the miles and hours flown
which most closely parallel the paid ferry mile to close the "Open Jaw".
Remember this ferry is at the conclusion of a round-trip.

                  (iii) Report the one-way live miles and hours flown from
initial on-load to final off-load point which correlate to the AMC paid mission
miles.

                  (iv) For the empty backhaul of outbound one-way missions
(flight originating in CONUS and Hawaii) report miles and hours flown for the
two legs immediately after the one-way mission. For inbound one-way missions
(flights terminating in the CONUS and Hawaii) report miles and hours flown for
two legs immediately before the one-way mission. How did the aircraft position
to a foreign location for an inbound mission to the CONUS? Did it fly empty? Was
it in commercial service? The number of leg segments of empty backhaul/fronthaul
should logically correspond to the live one-way leg segments. It is possible for
a one-way mission to Kuwait to have three empty backhaul legs.

                  (v) For paid ferry miles on one-way trips, report those miles
and hours flown which are associated with the ferry paid.

            o     AMC PAY MILES. Enter the Great Circle miles for which you were
                  paid on the live mission. Also enter the origin and
                  destination stations for ferry as contracted and the number of
                  Great Circle ferry miles paid between origin and destination.

            o     CARRIER REVENUE MILES FLOWN. Enter the revenue flown miles
                  corresponding to paid miles. On the one-way worksheet, also
                  report the empty reverse segment flown miles. On both
                  worksheets, report actual FLOWN ferry associated with paid
                  ferry.

            o     CARRIER REVENUE HOURS FLOWN. Enter the revenue hours it took
                  to fly the actual live and ferry miles flown.

            o     COMMERCIAL REVERSE SEGMENT. On the one-way worksheet, enter
                  the origin and destination station codes and the Great Circle
                  miles flown in commercial service for the reverse segment
                  (fronthaul/backhaul) to the one-way AMC mission.

8.0. GENEVA CONVENTION ID CARD ANNUAL REPORT: Contractor shall submit an annual
report of accountability of DD Forms 489, Geneva Convention Identity Card, to HQ
AMC/A34BC, 402 Scott Dr., Unit 3A1, Scott AFBIL 62225-5302. Reports shall be
submitted in accordance with instructions provided in paragraph 4.3.5.
ACCOUNTABILITY OF FORMS, to arrive not later than 1 February.

9.0. CONTRACTOR'S AIRCRAFT STATUS REPORT: When a change in the status of CRAF
allocated aircraft occurs, contractors shall report the information to HQ
AMC/A34YAI and the DOT/Research and Special Programs Administration (RSPA), and
Office of Emergency Transportation (DOT/OET). Additionally, provide one copy of
legal documents described in Section H, paragraph 7 to HQ AMC/A34Y and HQ
AMC/JAQ. The report shall be submitted when a CRAF Allocated aircraft is:

                                                                    Attachment 1
                                                                   29 March 2004

                                       3-3

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      (1) Destroyed or suffers damage which removes it from service for more
than 72 hours;

      (2) Sold or leased, to include the identity of the transferee, date and
place of the transfer, and the terms and conditions of the transfer;

      (3) Registered under a different number or removed from US registration;
or

      (4) Otherwise unable to satisfy its CRAF commitment (e.g. seizure by a
foreign Government).

10.0. HAZARD REPORTING: Contractor representatives shall report any condition
involving cargo that constitutes a hazard to operations to the contractor and
airport safety personnel. This report should contain the following information:
location; date and time (GMT); nomenclature of cargo (proper shipping name of
hazardous cargo); shipper's organization/unit and name of cargo representative;
destination of cargo; TCN or bumper/increment number; facts and circumstances.
Refer to paragraph 1.3.12., TRANSPORTING HAZARDOUS CARGO and 1.3.15.10.,
HAZARDOUS CARGO SHIPMENTS.

11.0. PROOF OF DELIVERY (POD) MONTHLY REPORTS: The contractor shall provide POD
monthly reports no later than the 15th day of the month following performance of
service. Reports shall contain the following information: each TCN delivered and
related pickup date and time (from the shipper), Contract Line Item Number
(CLIN), shipment cost (the amount the Government is being charged for the
shipment movement); weight; delivery date and time; name of Government person
signing for the shipment and DOD Activity Address Code (DODAAC); gross and net
(gross time minus weekends and holidays) hours in transit; full explanation for
the delay and late delivery (when applicable); and totals for the month for:
shipment cost, weight, and dimensions. Only the first weekend's 48 hours and
holiday(s) if applicable are to be subtracted from the gross transit times to
determine net transit times. If the contractor fails to effect delivery, all
subsequent weekends and holidays should be considered part of the net delivery
time. Data shall be sent in (EXCEL format version 97 or earlier) via automated
means, i.e., e-mail, to HQ AMC/A43D (AMC-A43D@scott.af.mil), HQ AMC/A34YMA
(pamela.hall@scott.af.mil) and HQ DLA/J-333 (craig.emert@dla.mil). If data is
received by the Government in unreadable condition, contractor shall retransmit
the data within approximately 48 hours of Government's request for
retransmission. To achieve standardization, we ask that the contractors submit
the POD report as outlined in sample Appendix 3F. Refer to paragraph 1.3.15.1.,
DELIVERY TIMES, and 1.3.15.9. PROOF OF DELIVERY REPORT.

12.0. ELECTRICAL CONNECTOR DATA: The contractor shall provide a copy of the
electrical connector data required to HQ AMC/A34BC, 402 Scott Dr., Unit 3A1,
Scott AFB 1L 62225-5302. Reference Section 4, paragraph 4.27., AEROMEDICAL DATA;
4.27.1., WORK ORDER INFORMATION; and Appendix 5, paragraph 6.0 AEROMEDICAL
EVACUATION.

13.0. SPOTLIGHTING AND HOSTILE EVENT REPORTS: In the event a contractor
operating an AMC mission is illuminated or "spotlighted", or is fired upon in
the air or on the ground, the crew shall note the date, time, and approximate
area from which the event originated. Following the event, at the first airfield
or airbase with a US military presence, the crew shall notify the base
operations center of the occurrence. The contractor shall also notify AMC
immediately of any information relating a threat to AMC or AMC-contracted
commercial aircraft, or of any attempts to elicit information from the crew on
their mission or cargo. When reporting the incident to AMC, the crew will
contact, via either email or phone, the Tanker Airlift Control Center (TACC) at
618-229-0399 or tacc-xoz@scott.af.mil and HQ AMC/A23 at 618-229-4781 or
amc.a23.all@amc.af.mil. The contractor shall also report any incidents to HQ
AMC/A34YMB during the next business day.

14.0. CONFIGURATION CONTROL: Configuration drawings of all variations and tail
number associated with the variation of aircraft formally committed to the AE
role shall be provided to the AESS installation contractor annually, within
three months after the start of this contract and as changes occur thereafter
during the life of the contract. This information shall also be provided to HQ
AMC/A34BC and HQ AMC/A3V. The contractor shall provide a representative name,
office and telephone number to the AESS installation contractor annually or
whenever a change in personnel occurs. This representative shall be responsible
for maintaining and coordinating the AESS drawings with the contractor
responsible for installation of the AE shipments. Reference Section 4,

                                                                    Attachment 1
                                                                   29 March 2004

                                       3-4

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

paragraph 4.27., AEROMEDICAL DATA; 4.27.1., WORK ORDER INFORMATION; and Appendix
5, paragraph 6.0 AEROMEDICAL Evacuation.

15.0. CIVIL AIRCRAFT LANDING PERMIT: Upon contract award, contractor shall
submit DD Form 2400 (CIVIL AIRCRAFT CERTIFICATION OF INSURANCE), DD Form 2401
(CIVIL AIRCRAFT LANDING PERMIT), and DD Form 2402 (CIVIL AIRCRAFT HOLD HARMLESS
AGREEMENT). Refer to paragraph 4.16.3.1. LANDING PERMITS.

16.0. PASSENGER CARE CONTINGENCY PLAN: All passenger contractors receiving fixed
channel awards shall provide a passenger Care Contingency Plan with specific
details including contractor representative's name, contracted hotels,
restaurants, and transportation arrangements established for use during delays
at all channel stops. This plan shall be submitted to the ACO at least 30 days
prior to the start of a channel operation. If the award date of the contract
prohibits a contractor from submitting their plan at least 30 days prior to the
start of a channel operation, the contractor shall submit their plan 7 days
after award. Any changes after approval shall be submitted to the ACO within 10
days of making such change.

NOTE: If at anytime during the contract period, a contractor is awarded
subsequent expansion trips scheduled by the TACC/XOG Channel Shop, they are
required to submit written contingency plans for all associated stops.

17.0. FUEL ADJUSTMENT PROCEDURES:

17.1. REPORT SUBMISSION: Contractors flying AMC missions shall submit a monthly
fuel report to HQ AMC/A34YMA, 402 Scott Dr., Unit 3A1, Scott AFB IL 62225-5302.
Reporting period shall include the first day through the last day of each month,
and the report shall be submitted no later than 60 days after the end of the
month. A sample Monthly Fuel Report Form is provided as Appendix 3B. The report
summary format in Excel will be provided electronically to each contractor.
Completed mileage reports will be submitted at the same time the Monthly Fuel
Reports are submitted. See paragraph 7.0, MILEAGE REPORT PROCEDURES, above. The
Monthly Fuel Report Summary is a "stand alone" requirement. Contractors are ALSO
required to provide the S1 (AMC Round-Trip Service Worksheet) and S2 (AMC
One-Way Service Worksheet) reports separately to HQ AMC CONF/A48F.

17.2. INSTRUCTIONS: Contractors are to complete the necessary header information
on the Monthly Fuel Report Summary to include the contract number, aircraft
type, month, etc. For items 1 through 3, contractors are to input the following
information into the Excel spreadsheet:

      o     Item 1 - Complete the round trip, one-way, empty reverse miles (see
            paragraph 17.2.1., below), paid ferry and the current Fiscal Year's
            pegged fuel price.

      o     Item 2 - Input the burn rate for the aircraft type as provided by HQ
            AMC CONF/A48F.

      o     Item 3 - Input the gallons and cost for each of the two categories,
            commercial and military fuel. There is no need to input the average
            Cost/Gallon. The formulas embedded in the report summary format will
            make those calculations and input the information into all other
            appropriate cells.

      o     Once the items listed above are input into the excel spreadsheet,
            the total adjustment due will be calculated.

      o     This one-page document must be accurately completed and signed by a
            person authorized to negotiate for and bind the company. All fuel
            report information is considered certified and auditable.

      o     Once submitted, the assigned CA will review the report summary, and
            the information will be compared to payment data generated from
            AMC's Commercial Operations Integrated System (COINS). When
            requested, a contractor shall provide the necessary backup
            documentation on missions/miles flown, cost of fuel, etc.

      o     When the monthly report summary has been finalized and signed by a
            CO, the signed copy will be faxed to the contractor and to Defense
            Finance and Accounting Service (DFAS) Omaha. Contractors will then
            be authorized to invoice DFAS for the adjustment.

                                                                    Attachment 1
                                                                   29 March 2004

                                       3-5

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      o     Periodically, A34YMA will conduct a Monthly Fuel Report Review
            according to the reports submitted. When requested, contractors
            shall submit the requested documentation to support this review.

17.2.1. INSTRUCTIONS FOR EMPTY REVERSE SEGMENTS: The following guidelines will
be followed when reporting empty reverse segments to one-way missions:

      o     Contractor must first determine if the one-way mission is an
            outbound mission or an inbound mission.

      o     If it is an outbound mission, the contractor reports the necessary
            backhaul legs (single, multiple, or combination of empty and
            commercial). Empty backhaul legs are reported on the Monthly Fuel
            Report Summary AND the AMC One-Way Service S-2 Worksheet, while
            commercial backhaul legs are reported on AMC One-Way Service
            Worksheet ONLY, since contractors do NOT receive fuel reimbursement
            on commercial miles.

      o     If it is an inbound mission, contractor reports the necessary front
            haul legs (single, multiple, or combination of empty and
            commercial). Empty front haul legs are reported on the Monthly Fuel
            Report Summary AND the AMC One-Way Service S-2 Worksheet, while
            commercial front haul legs are reported on AMC One-Way Service S-2
            Worksheet ONLY, since contractors do NOT receive fuel reimbursement
            on commercial miles.

                                                                    Attachment 1
                                                                   29 March 2004

                                     3-6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

         SAMPLE REPORTS

<TABLE>
<CAPTION>

<S>                   <C>
APPENDIX 3A           LIST OF AIRCRAFT

APPENDIX 3A-1         LIST OF AIRCRAFT SUPPORTING
                      USE OF ANOTHER CARRIERS MVPS

APPENDIX 3B           MONTHLY FUEL REPORT SUMMARY

APPENDIX 3B-1         ONE-WAY MILEAGE REPORT

APPENDIX 3B-2         ROUND-TRIP MILEAGE REPORT

APPENDIX 3C           INTENTIONALLY LEFT BLANK

APPENDIX 3D           INTERCOMPANY ROUTE SUPPORT REQUEST
                      AND AUTHORIZATION

APPENDIX 3E           REVENUE ROUTE SUPPORT AND
                      AUTHORIZATION

APPENDIX 3F           PROOF OF DELIVERY MONTHLY REPORT
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-7

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATA AIRLINES

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
 TYPE A/C    PAX/FRT     REG#     OWN/LEASE   STAGE I   STAGE II    STAGE III
-----------------------------------------------------------------------------
<S>          <C>        <C>       <C>         <C>       <C>         <C>
L1011-500      PAX      N161AT        O
-----------------------------------------------------------------------------
L1011-500      PAX      N162AT        O
-----------------------------------------------------------------------------
L1011-500      PAX      N163AT        O
-----------------------------------------------------------------------------
L1011-500      PAX      N164AT        O
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
L1011-100      PAX      N194AT        L
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
B757-200       PAX      N513AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N514AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N515AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N516AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N517AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N518AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N519AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N520AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N522AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N523AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N524AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N525AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N526AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N527AT        L
-----------------------------------------------------------------------------
B757-200       PAX      N528AT        L
-----------------------------------------------------------------------------

B757-300       PAX      N550TZ        L
B757-300       PAX      N551TZ        L
B757-300       PAX      N552TZ        L
B757-300       PAX      N553TZ        L
B757-300       PAX      N554TZ        L
B757-300       PAX      N555TZ        L
B757-300       PAX      N556TZ        L
B757-300       PAX      N557TZ        L
B757-300       PAX      N558TZ        L
B757-300       PAX      N559TZ        L
B757-300       PAX      N560TZ        L
B757-300       PAX      N561TZ        L

B737-800       PAX      N301TZ        L
B737-800       PAX      N302TZ        L
B737-800       PAX      N303TZ        L
B737-800       PAX      N304TZ        L
B737-800       PAX      N305TZ        L
B737-800       PAX      N306TZ        L
B737-800       PAX      N307TZ        L
B737-800       PAX      N308TZ        L
B737-800       PAX      N309TZ        L
B737-800       PAX      N310TZ        L
B737-800       PAX      N311TZ        L
B737-800       PAX      N312TZ        L
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-8

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<CAPTION>
                                 ATA AIRLINES

TYPE A/C    PAX/FRT     REG#     OWN/LEASE    STAGE I    STAGE II    STAGE III
<S>         <C>        <C>       <C>          <C>        <C>         <C>
B737-800      PAX      N313TZ        L
B737-800      PAX      N314TZ        L
B737-800      PAX      N315TZ        L
B737-800      PAX      N316TZ        L
B737-800      PAX      N317TZ        L
B737-800      PAX      N318TZ        L
B737-800      PAX      N319TZ        L
B737-800      PAX      N320TZ        L
B737-800      PAX      N321TZ        L
B737-800      PAX      N322TZ        L
B737-800      PAX      N323TZ        L
B737-800      PAX      N324TZ        L
B737-800      PAX      N325TZ        L
B737-800      PAX      N326TZ        L
B737-800      PAX      N327TZ        L
B737-800      PAX      N328TZ        L
B737-800      PAX      N329TZ        L
B737-800      PAX      N330TZ        L
B737-800      PAX      N331TZ        L
B737-800      PAX      N332TZ        L
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-9

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                           AIR TRANSPORT INTERNATIONAL

                                  APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
TYPE A/C     PAX/FRT      REG#     OWN/LEASE    STAGE I    STAGE II   STAGE III
-------------------------------------------------------------------------------
<S>         <C>          <C>       <C>          <C>        <C>        <C>
 DC8-62       COMBI       N31CX        O
-------------------------------------------------------------------------------
 DC8-62       COMBI       N41CX        O
-------------------------------------------------------------------------------
 DC8-62       COMBI       N71CX        O
-------------------------------------------------------------------------------
 DC8-62       COMBI      N799AL        L
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N820BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N821BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N822BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N823BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N825BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N828BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N829BX        L
-------------------------------------------------------------------------------
 DC8-71     FREIGHTER    N830BX        L
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
 DC8-73     FREIGHTER    N602AL        L
-------------------------------------------------------------------------------
 DC8-73     FREIGHTER    N603AL        L
-------------------------------------------------------------------------------
 DC8-73     FREIGHTER    N605AL        L
-------------------------------------------------------------------------------
 DC8-73     FREIGHTER    N606AL        L
-------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                    ATLAS AIR

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
TYPE A/C    PAX/FRT    REG #     OWN/LEASE    STAGE I    STAGE II    STAGE III
<S>         <C>        <C>       <C>          <C>        <C>         <C>
B747-400      FRT      N408MC        L
B747-400      FRT      N409MC        L
B747-400      FRT      N412MC        L
B747-400      FRT      N415MC        L
B747-400      FRT      N418MC        L
B747-400      FRT      N492MC        L
B747-400      FRT      N493MC        L
B747-400      FRT      N497MC        L
B747-400      FRT      N498MC        L
B747-400      FRT      N499MC        L

B747-200      FRT      N506MC        L
B747-200      FRT      N512MC        L
B747-200      FRT      N516MC        L
B747-200      FRT      N517MC        L
B747-200      FRT      N518MC        L
B747-200      FRT      N522MC        L
B747-200      FRT      N523MC        L
B747-200      FRT      N524MC        L
B747-200      FRT      N526MC        L
B747-200      FRT      N527MC        L
B747-200      FRT      N528MC        L
B747-200      FRT      N536MC        O
B747-200      FRT      N537MC        O
B747-200      FRT      N540MC        O
B747-200      FRT      N808MC        L
B747-200      FRT      N809MC        L
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-11

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                 FEDERAL EXPRESS

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
TYPE A/C     PAX/FRT     REG #    OWN/LEASE    STAGE I    STAGE II    STAGE III
<S>          <C>        <C>       <C>          <C>        <C>         <C>
DC10-10F       FRT      N10060        L
DC10-10F       FRT      N40061        L
DC10-10F       FRT      N68049        O

MD10-10F       FRT      N68050        O

DC10-10F       FRT      N68051        O
DC10-10F       FRT      N68052        O
DC10-10F       FRT      N68053        O
DC10-10F       FRT      N68054        O
DC10-10F       FRT      N68056        O

MD10-10F       FRT      N68057        O

DC10-10F       FRT      N68058        L
DC10-10F       FRT      N68059        L

MD10-10F       FRT      N357FE        O
MD10-10F       FRT      N358FE        O
MD10-10F       FRT      N359FE        O
MD10-10F       FRT      N360FE        O
MD10-10F       FRT      N361FE        O
MD10-10F       FRT      N362FE        O
MD10-10F       FRT      N363FE        O

DC10-10F       FRT      N365FE        O
DC10-10F       FRT      N366FE        O
DC10-10F       FRT      N367FE        O
DC10-10F       FRT      N368FE        O
DC10-10F       FRT      N369FE        O
DC10-10F       FRT      N370FE        O
DC10-10F       FRT      N371FE        O
DC10-10F       FRT      N372FE        O
DC10-10F       FRT      N373FE        O
DC10-10F       FRT      N374FE        O
DC10-10F       FRT      N375FE        O

MD10-10F       FRT      N377FE        O

DC10-10F       FRT      N381FE        O

MD10-10F       FRT      N383FE        O

DC10-10F       FRT      N384FE        O
DC10-10F       FRT      N385FE        O

MD10-10F       FRT      N386FE        O
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-12

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                 FEDERAL EXPRESS

<TABLE>
<CAPTION>
TYPE A/C    PAX/FRT     REG #    OWN/LEASE    STAGE I    STAGE II    STAGE III
<S>         <C>        <C>       <C>          <C>        <C>         <C>
DC10-10F      FRT      N387FE        O
DC10-10F      FRT      N388FE        O
DC10-10F      FRT      N389FE        O
DC10-10F      FRT      N390FE        O
DC10-10F      FRT      N391FE        O
DC10-10F      FRT      N392FE        O

MD10-10F      FRT      N393FE        O
MD10-10F      FRT      N394FE        O

DC10-10F      FRT      N395FE        O

MD10-10F      FRT      N396FE        O

DC10-10F      FRT      N397FE        O

MD10-10F      FRT      N398FE        O
MD10-10F      FRT      N399FE        O
MD10-10F      FRT      N550FE        O
MD10-10F      FRT      N559FE        O
MD10-10F      FRT      N560FE        O
MD10-10F      FRT      N565FE        O
MD10-10F      FRT      N566FE        O
MD10-10F      FRT      N569FE        O
MD10-10F      FRT      N570FE        O

MD10-30F      FRT      N301FE        O

DC10-30F      FRT      N302FE        O
DC10-30F      FRT      N303FE        O
DC10-30F      FRT      N304FE        O
DC10-30F      FRT      N309FE        L
DC10-30F      FRT      N310FE        L

MD10-30F      FRT      N311FE        L
MD10-30F      FRT      N312FE        O

DC10-30F      FRT      N313FE        L
DC10-30F      FRT      N314FE        L
DC10-30F      FRT      N315FE        L

MD10-30F      FRT      N316FE        L

DC10-30F      FRT      N317FE        L
DC10-30F      FRT      N318FE        L
DC10-30F      FRT      N319FE        L
DC10-30F      FRT      N320FE        L
DC10-30F      FRT      N321FE        L
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-13

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                 FEDERAL EXPRESS

<TABLE>
<CAPTION>
TYPE A/C    PAX/FRT     REG #    OWN/LEASE    STAGE I    STAGE II    STAGE III
<S>         <C>        <C>       <C>          <C>        <C>         <C>
 MD-11F       FRT      N578FE        O
 MD-11F       FRT      N579FE        L
 MD-11F       FRT      N580FE        L
 MD-11F       FRT      N582FE        L
 MD-11F       FRT      N583FE        L
 MD-11F       FRT      N584FE        L
 MD-11F       FRT      N585FE        L
 MD-11F       FRT      N586FE        L
 MD-11F       FRT      N587FE        L
 MD-11F       FRT      N588FE        L
 MD-11F       FRT      N589FE        O
 MD-11F       FRT      N590FE        L
 MD-11F       FRT      N591FE        L
 MD-11F       FRT      N592FE        L
 MD-11F       FRT      N593FE        O
 MD-11F       FRT      N594FE        O
 MD-11F       FRT      N595FE        O
 MD-11F       FRT      N596FE        L
 MD-11F       FRT      N597FE        O
 MD-11F       FRT      N598FE        O
 MD-11F       FRT      N599FE        O
 MD-11F       FRT      N601FE        L
 MD-11F       FRT      N602FE        L
 MD-11F       FRT      N603FE        L
 MD-11F       FRT      N604FE        L
 MD-11F       FRT      N605FE        L
 MD-11F       FRT      N606FE        L
 MD-11F       FRT      N607FE        L
 MD-11F       FRT      N608FE        L
 MD-11F       FRT      N609FE        L
 MD-11F       FRT      N610FE        L
 MD-11F       FRT      N612FE        L
 MD-11F       FRT      N613FE        L
 MD-11F       FRT      N614FE        L
 MD-11F       FRT      N615FE        L
 MD-11F       FRT      N616FE        L
 MD-11F       FRT      N617FE        L
 MD-11F       FRT      N618FE        L
 MD-11F       FRT      N619FE        L
 MD-11F       FRT      N620FE        L
 MD-11F       FRT      N621FE        L
 MD-11F       FRT      N623FE        L
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-14

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                GEMINI AIR CARGO

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Type A/C    PAX/FRT    REG #     OWN/LEASE    STAGE I    STAGE II    STAGE III
------------------------------------------------------------------------------
<S>         <C>        <C>       <C>          <C>        <C>         <C>
DC10-30F      FRT      N600GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N601GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N602GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N603GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N604GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N605GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N606GC        O
------------------------------------------------------------------------------
DC10-30F      FRT      N607GC        O
------------------------------------------------------------------------------

------------------------------------------------------------------------------
  MD11F       FRT      N701GC        L
------------------------------------------------------------------------------
  MD11F       FRT      N702GC        L
------------------------------------------------------------------------------
  MD11F       FRT      N703GC        L
------------------------------------------------------------------------------
  MD11F       FRT      N705GC        L
------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-15

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  KALITTA AIR

                                  APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
------------------------------------------------------------------------
TYPE A/C   PAX/FRT    REG#    OWN/LEASE   STAGE I   STAGE II   STAGE III
------------------------------------------------------------------------
<S>        <C>       <C>      <C>         <C>       <C>        <C>
B747-100     FRT     N702CK       O
------------------------------------------------------------------------

------------------------------------------------------------------------
B747-200     FRT     N704CK       O
------------------------------------------------------------------------
B747-200     FRT     N705CK       O
------------------------------------------------------------------------

------------------------------------------------------------------------
B747-100     FRT     N709CK       O
------------------------------------------------------------------------
B747-100     FRT     N710CK       O
------------------------------------------------------------------------
B747-100     FRT     N712CK       L
------------------------------------------------------------------------

------------------------------------------------------------------------
B747-200     FRT     N713CK       O
------------------------------------------------------------------------
B747-200     FRT     N714CK       O
------------------------------------------------------------------------
B747-200     FRT     N715CK       O
------------------------------------------------------------------------

------------------------------------------------------------------------
B747-100     FRT     N716CK       L
------------------------------------------------------------------------
B747-100     FRT     N717CK       O
------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-16

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                               NORTHWEST AIRLINES

                                  APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
TYPE A/C    PAX/FRT    REG #    OWN/LEASE   STAGE I   STAGE II   STAGE III
<S>         <C>       <C>       <C>         <C>       <C>        <C>
B747-200      PAX     N624US        O
B747-200      PAX     N627US        O
B747-200      PAX     N637US        L
B747-200      PAX     N638US        L

B747-200F     FRT     N616US        O
B747-200F     FRT     N617US        O
B747-200F     FRT     N618US        O
B747-200F     FRT     N619US        O
B747-200F     FRT     N629US        O
B747-200F     FRT     N630US        L
B747-200F     FRT     N639US*       L
B747-200F     FRT     N640US*       L
B747-200F     FRT     N643NW        L
B747-200F     FRT     N644NW        L
B747-200F     FRT     N645NW        O
B747-200F     FRT     N646NW        O

B747-400      PAX     N661US        L
B747-400      PAX     N662US        L
B747-400      PAX     N663US        L
B747-400      PAX     N664US        L
B747-400      PAX     N665US        L
B747-400      PAX     N666US        L
B747-400      PAX     N667US        O
B747-400      PAX     N668US        O
B747-400      PAX     N669US        L
B747-400      PAX     N670US        O
B747-400      PAX     N671US        L
B747-400      PAX     N672US        L
B747-400      PAX     N673US        L
B747-400      PAX     N674US        L
B747-400      PAX     N675NW        O
B747-400      PAX     N676NW        L

DC-10-30      PAX     N211NW        L
DC-10-30      PAX     N221NW        L
DC-10-30      PAX     N223NW        O
DC-10-30      PAX     N224NW        O
DC-10-30      PAX     N225NW        O
DC-10-30      PAX     N226NW        O
DC-10-30      PAX     N227NW        O
DC-10-30      PAX     N229NW        L
DC-10-30      PAX     N230NW        L
DC-10-30      PAX     N232NW        L
DC-10-30      PAX     N233NW        L
DC-10-30      PAX     N234NW        O
DC-10-30      PAX     N235NW        O
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-17

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                               NORTHWEST AIRLINES

<TABLE>
<CAPTION>
TYPE A/C    PAX/FRT   REG #     OWN/LEASE   STAGE I   STAGE II   STAGE III
<S>         <C>       <C>       <C>         <C>       <C>        <C>
DC-10-30      PAX     N236NW        O
DC-10-30      PAX     N237NW        O
DC-10-30      PAX     N238NW        O
DC-10-30      PAX     N239NW        O
DC-10-30      PAX     N240NW        O
DC-10-30      PAX     N241NW        O
DC-10-30      PAX     N242NW        O
DC-10-30      PAX     N243NW        L
DC-10-30      PAX     N244NW        L

A330-300      PAX     N801NW        O
A330-300      PAX     N802NW        O
A330-300      PAX     N803NW        O
A330-300      PAX     N804NW        O
A330-300      PAX     N805NW        O
A330-300      PAX     N806NW        O
A330-300      PAX     N807NW        O
A330-300      PAX     N808NW        O

A330-200      PAX     N851NW        O
A330-200      PAX     N852NW        O
A330-200      PAX     N853NW        O
A330-200      PAX     N854NW        O
</TABLE>

      * Note: Aircraft volunteered for Stage I.

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-18

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                             OMNI AIR INTERNATIONAL

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
 TYPE A/C     PAX/FRT    REG#     OWN/LEASE   STAGE I   STAGE II   STAGE III
----------------------------------------------------------------------------
<S>           <C>     <C>         <C>         <C>       <C>        <C>
 DC 10-30       PAX   N540AX        L
----------------------------------------------------------------------------
 DC 10-30       PAX   N630AX        L
----------------------------------------------------------------------------
 DC10-30        PAX   N720AX        L
----------------------------------------------------------------------------
 DC10-30        PAX   N810AX        L
----------------------------------------------------------------------------
 DC10-30        PAX   N17085        L
----------------------------------------------------------------------------
 DC10-30        PAX   N49082        L
----------------------------------------------------------------------------
 DC10-30        PAX   N59083        L
----------------------------------------------------------------------------

----------------------------------------------------------------------------
B757-200ER      PAX   N369AX        L
----------------------------------------------------------------------------
B757-200ER      PAX   N459AX        L
----------------------------------------------------------------------------
B757-200ER      PAX   N549AX        L
----------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-19

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                POLAR AIR CARGO

                                  APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
TYPE A/C   PAX/FRT   REG #    OWN/LEASE   STAGE I   STAGE II  STAGE III
<S>        <C>       <C>      <C>         <C>       <C>       <C>
B747-400     FRT     N450PA       L
B747-400     FRT     N451PA       L
B747-400     FRT     N452PA       L
B747-400     FRT     N453PA       L
B747-400     FRT     N454PA       L
B747-400     FRT     N496MC       L

B747-300     FRT     N355MC       O

B747-200     FRT     N505MC       L
B747-200     FRT     N508MC       L
B747-200     FRT     N509MC       L
B747-200     FRT     N534MC       L
B747-200     FRT     N920FT       L
B747-200     FRT     N921FT       O
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-20

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  SOUTHERN AIR

                                   APPENDIX 3A

                                LIST OF AIRCRAFT

<TABLE>
<CAPTION>
------------------------------------------------------------------------
TYPE A/C   PAX/FRT    REG#    OWN/LEASE   STAGE I   STAGE II   STAGE III
------------------------------------------------------------------------
<S>        <C>       <C>      <C>         <C>       <C>        <C>
B747-200     FRT     N751SA       L
------------------------------------------------------------------------
B747-200     FRT     N746SA       L
------------------------------------------------------------------------
B747-200     FRT     N752SA       L
------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-21

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  APPENDIX 3A-1

                           LIST OF AIRCRAFT SUPPORTING
                          USE OF ANOTHER CARRIER'S MVPS

The following aircraft are identified as having been committed to the CRAF
Program.

<TABLE>
<CAPTION>
TYPE A/C         SERIAL #         NUMBER OF MVPS
--------         --------         --------------
<S>              <C>              <C>
</TABLE>

*Identify the carrier who transferred the MVPs. If more than one carrier have
authorized use of MVPs, identify each separately.

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-22

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  APPENDIX 3B
                          MONTHLY FUEL REPORT SUMMARY

DATE:                          MONTH:
CARRIER:                       ACFT TYPE:
CONTRACT:                      TYPE OPS:

1. THE FOLLOWING AMOUNTS ARE CERTIFIED:

Round Trip Pay Miles:
One Way Pay Miles:
Total Live Miles:
Flown Empty Reverse Segment:
Paid/Actual Flown Ferry (Whichever is Less):
TOTAL FUEL MILES:

Average Cost of Fuel/Gallon

Pegged Price in Rate

2. PROPOSED FUEL ADJUSTMENT:

Total fuel miles:
Pay Fuel Burn Rate:
Price Variance:
FUEL ADJUSTMENT:

3. FUEL SUMMARY INFORMATION:

<TABLE>
<CAPTION>
                                                  Avg Cost/
                          Gallons       Cost       Gallon
<S>                       <C>           <C>       <C>
Total Commercial fuel:
Total military fuel:
Total fuel purchased:
</TABLE>

Carrier Certification

-------------------------------------------------------------            -------
Must be signed by a person authorized to legally bind company            Date

BY SIGNING THIS FORM, YOU ARE CERTIFYING AS TO THE ACCURACY OF ALL INFORMATION
AND AGREE TO KEEP BACKUP RECORDS FOR A PERIOD OF 5 YEARS. THIS INFORMATION IS
SUBJECT TO AUDITS.

-----------------------------------------------                          -------
Contracting Officer Signature                                            Date

                                     SAMPLE

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-27

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  APPENDIX 3B-1
                             ONE-WAY MILEAGE REPORT

                               AMC ONE-WAY SERVICE

Carrier ___________   Aircraft _______
Entity ____________   Pax/Cgo ________
Aircraft Days _____   ACL ____________
Month _____________

<TABLE>
<CAPTION>
                                               AMC CONTRACTED MILES              CARRIER REVENUE DATA
                                               --------------------- -----------------------------------------------   COMMERCIAL
                              ITINERARY                PAID   PAID   LIVE  LIVE        SEGMENT         ACTUAL ACTUAL    BACK HAUL
     MISSION           AMC Mission as Flown *1 PAID *2 FERRY  FERRY   REV   REV  -------------------   FERRY  FERRY  -------------
DAY    NO.    TAIL NO. Identify all Departures  MILES  MILES FROM-TO MILES HOURS FROM-TO MILES HOURS   MILES  HOURS  FROM-TO MILES
----------------------------------------------------------------------------------------------------------------------------------
<S>  <C>      <C>      <C>                     <C>     <C>   <C>     <C>   <C>   <C>     <C>   <C>     <C>    <C>    <C>     <C>
----------------------------------------------------------------------------------------------------------------------------------
                                       TOTALS     -      -             -    0.00           -    0.00     -      0.00
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: *1 identify all departures. Place all operational stops in parentheses.

      *2 Paid miles should agree with service order miles.

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-28

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                     SAMPLE
                                  APPENDIX 3B-2
                            ROUND-TRIP MILEAGE REPORT

                             AMC ROUND-TRIP SERVICE

Carrier ___________   Aircraft _______
Entity ____________   Pax/Cgo ________
Aircraft Days _____   ACL ____________
Month _____________

<TABLE>
<CAPTION>
                                                    AMC CONTRACTED MILES        CARRIER REVENUE DATA
                                                 ------------------------   ----------------------------
                               ITINERARY                  PAID     PAID     LIVE   LIVE   ACTUAL  ACTUAL
     MISSION  A/C TAIL  AMC Mission as Flown *1  PAID *2  FERRY    FERRY     REV    REV   FERRY   FERRY
DAY    NO.       NO.    Identify all Departures   MILES   MILES   FROM-TO   MILES  HOURS  MILES   HOURS
--------------------------------------------------------------------------------------------------------
<S>  <C>      <C>       <C>                      <C>      <C>     <C>       <C>    <C>    <C>     <C>
--------------------------------------------------------------------------------------------------------
                                         TOTALS     -       -                 -     0.00    -       0.00
--------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: *1 Identify all departures. Place all operational stops in parentheses.

      *2 Paid miles should agree with service order miles.

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-29

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 3C

                                 THIS PAGE LEFT

                              INTENTIONALLY BLANK

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-30

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                               SAMPLE APPENDIX 3D
                       INTERCOMPANY ROUTE SUPPORT REQUEST
                                       AND
                              AUTHORIZATION FORMAT

                                                                Date: __________

SUBJECT: Intercompany Route Support Request and Authorization

TO:   ACO or delegated representative
      Contractor Furnishing Route Support
      ACO or delegated representative
      IN TURN

1. Route support is requested for the below listed passengers, cargo, or both,
to be moved from ___________ to _____________ (Authority: Contract
FA4428- _____-D- _____).

2. The requested passenger/cargo space is desired and can be justified as
follows:

3. Request route support be permitted to move on (name of AMC airlift
contractor) aircraft on or about ______________ at no expense to the Government
in excess ACL space or ACL space not otherwise being utilized by the Government.
Approval is also requested to on-load/off-load this route support at Air Force
bases on any ferry segment of a one-way mission. The approval indicated below is
in no way directive upon you and any transportation furnished subject contractor
will therefore be considered a voluntary act on the part of your company.

--------------------------------
Contractor Representative
Requesting Route Support

Approved:

--------------------------------

--------------------------------
ACO or delegated representative

                                                       Copies to:
                                                       Requesting Contractor
                                                       Furnishing Contractor
                                                       * HQ AMC/A34YM
                                                       ** Contract Administrator

* When delegation of authority is to CA
** When delegation of authority is to

                                     SAMPLE

                                                                    Attachment 1
                                                                   29 March 2004

                                      3-31

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 3E
             REVENUE ROUTE SUPPORT REQUEST AND AUTHORIZATION FORMAT

                                                                Date: __________

SUBJECT: Revenue Route Support Request and Authorization

TO:   ACO or delegated representative
      of _______________________ Air Base

1. Revenue route support is requested for the below listed passengers and/or
cargo to be moved from ______________________ to _________________________ on or
about __________________ (Authority: Contract FA4428-________-D-________).

2. The requested passenger/cargo space can be justified as follows:

3. Billing for transportation furnished will be made to the contractor at the
address listed below on a special account-handling basis:

                                                          (Billing Address)
                                                          ----------------------

                                                          ----------------------

--------------------------------
Contractor Representative

Approved:

--------------------------------
ACO or delegated representative

                                                       Copies to:
                                                       Requiring Contractor
                                                       * HQ AMC/A34YM/A87
                                                       ** Contract Administrator

 * When delegation of authority is to CA.
** When delegation of authority is to.

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                                                                   29 March 2004

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<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 4
                         DIPLOMATIC CLEARANCE GUIDANCE

1.0. DIRECTIVES: International Flight Information Manual (IFIM) outlines
appropriate civil aviation responsibilities and points of contacts for
diplomatic clearance via civilian channels when contractors must obtain their
own clearances. The AMC authority for diplomatic clearances is the DOD Foreign
Clearance Guide (FCG), HTTP://WWW.FCG.PENTAGON.MIL. Contractors shall adhere to
the guidelines as outlined in this appendix when operating AMC missions that
require diplomatic clearances and shall consult the DOD Foreign Clearance Guide
for specific US Defense Attache Office (USDAO) requirements or country
restrictions to supplement IFIM requirements. Contractors can obtain a user name
and password for access to the on-line FCG by contacting AF/XONP by e-mail at
FCG@PENTAGON.AF.MIL or by calling (703) 614-0130.

2.0. GENERAL: Contractors do not acquire the formal status of state aircraft
unless the particular aircraft is specifically designated as such by the US
Government. As a matter of policy, it is the practice not to formally designate
such aircraft as state aircraft. Commercial aircraft operating AMC contract
airlift missions are unscheduled civil aircraft. Such aircraft, when the entire
capacity of which has been reserved for the exclusive use of US Military
authorities and is being "used in military services" within the meaning of
Article 3 of the 1944 Convention International Civil Aviation (Chicago
Convention), are eligible for designation as state aircraft. Although many
Status of Forces and Base Rights Agreements, to which the US is a party, grant
DOD contract aircraft the same rights of access, exit, and freedom from landing
fees and similar charges enjoyed by the military aircraft under the agreements,
such agreements do not have the effect of declaring DOD contract aircraft to be
military aircraft or any other form of state aircraft. A major reason for this
policy is the lack of statutory authority for assumption of liability by the US
Government on a routine basis for tort claims arising from the activities of
contract aircraft. A state must accept full responsibility for the operation of
its state aircraft. The US Government has neither the operational control nor
legal authority to meet this responsibility with respect to contract airlift.

2.1. ARTICLE 35: The clearance of contractor over flights must also take into
account Article 35 of the Chicago Convention. Article 35 provides that munitions
of war may not be carried into or over a state by commercial aircraft without
permission of that state. States may define, by regulation, what constitutes
munitions and implements for purposes of Article 35. Accordingly, in order to
avoid claims from states that we are violating or circumventing Article 35, AMC
and its contractors should ascertain whether any state in which the contractor
will land or over fly requires special clearance of the flight because of the
nature of the military cargo being carried.

3.0. RESPONSIBILITY: Except as indicated in paragraph 5.0., AMC ACQUIRED
CLEARANCES, below, the contractor shall obtain over flight and landing
clearances for their aircraft. Contractors should use the clearance procedures
depicted for nonscheduled commercial aircraft in IFIM. Contractors shall work
directly with their commercial clearance counterparts and should not request
clearances through the USDAO, unless required, as specified in the IFIM or FCG.

4.0. TYPES OF CLEARANCES: Diplomatic clearances used in the operation of AMC
missions include: blanket, landing and over flights on individual request, and
clearances for mission transporting hazardous cargo. Missions must comply with
requested itinerary, timing, entry and exit points and route on individual
request.

5.0. AMC ACQUIRED CLEARANCES: TACC/XOCZD (hereinafter referred to as XOCZD)
obtains diplomatic clearances for commercial contractors on AMC missions for the
following locations due to host nation or USDAO requirements:

      o     Spain: landing and over flight clearances
      o     Turkey: landing and over flight clearances
      o     Portugal: landing and over flight clearances at Lajes Field only
      o     Egypt: landing at military airfields only
      o     Saudi Arabia: landing and over flight clearances

Note: Portugal will not work clearances for commercial missions if the requests
do not meet their 10 workday lead time.

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                                       4-1

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                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

5.1. MISSION CHANGES: Most countries are ICAO specific. This means that the
clearances issued by that country are specific for the route submitted. In
particular, clearances are explicit for the locations where the aircraft is
coming from and going to. If any change in routing occurs, the contractor shall
notify the planner prior to execution. During mission execution, the contractor
shall notify TACC/XOC Global Operations. At all times, changes to a mission
shall be sent to OL-F or OL-G, planner in XOP, XOO or XOG or TACC/XOC Global
Operations, as appropriate.

6.0. ENTRY AND EXIT REQUIREMENTS: For AMC obtained clearances, the carrier shall
submit through their TACC planner, their routing to include entry and exit
points with times for those countries requiring this information. If a change to
the routing is required, refer to paragraph 5.1, MISSION CHANGES.

7.0. CIRCUMNAVIGATING: Contractors should plan their routing to avoid sensitive
countries, i.e. Switzerland, Austria and Russia.

8.0. CALL SIGN USE: If a contractor is on an AMC mission, the REACH call sign
can only be used on a mission segment in which XOCZD has obtained clearances for
at least one location, provided it is not used past the longest validity window
for one of the countries AMC has obtained the clearances for.

8.1. EXAMPLE 1: KDOV-ETAR-OBBI-ETAR-KDOV. In this situation XOCZD would obtain
Saudi over flight clearance, and the contractor would obtain all other
locations. The REACH call sign can be used on the segment from ETAR-OBBI and
from OBBI-ETAR for all countries involved, given that it is not used beyond the
validity window that the Saudi clearances is good for (even though the Egypt
clearance that the contractor receives is going to have a longer validity). On
the segments from KDOV-ETAR and ETAR-KDOV, the contractor must use their own
carrier call sign.

8.2. EXAMPLE 2: KDOV-LPLA-LERT-OKBK-LERT-LPLA-KDOV. XOCZD will obtain clearances
for Portugal, Spain, and Saudi. The REACH call sign can be used for the entire
mission. Keep in mind that on the segment from LERT-OKBK-LERT it cannot be used
past the longest validity window of all the clearance locations AMC obtained.

9.0. TACC/XOCZD ASSISTANCE: XOCZD will direct assistance to the appropriate
USDAO to resolve problems in the case of:

      o     Contractors have not received action in a reasonable amount of time
      o     The requirement consists of hazardous/explosive material for
            Portugal

10.0. AMC'S AUTOMATIC E-MAIL: AMC has established an e-mail program to provide
accurate and timely diplomatic clearance information to the contractors. The
e-mails are auto-generated from the (Global Decision Support System) GDSS
database every three hours as changes occur. E-mail includes a current
itinerary, and diplomatic clearance information. HQ AMC/A34YMA maintains the
e-mail list. Contractors should keep their email addresses current and are
encouraged to use organizational addresses versus personnel addresses due to
personnel turn over.

11.0. CONTACT INFORMATION:

            o     International Clearances:
                  Commercial: (618) 229-3008
                  FAX: (618) 229-0154
                  Email: TADIP@SCOTT.AF.MIL
                  Toll Free: 1-800-AIR-MOBL
            o     C2:
            o     Contingency Missions:         (618) 229-0320
                  Channel Missions:             (618) 229-0321
                  SAAM and Exercise Missions:   (618) 229-0323

                                                                    Attachment 1
                                                                   29 March 2004

                                      4-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 5
                                 CRAF ACTIVATION

1.0. DESCRIPTION OF SERVICES: The contractor shall provide all management,
supplies, equipment, and personnel necessary to support CRAF activation as
outlined in this appendix. The CO will resolve any situation or subject not
covered herein.

2.0. GOVERNING DOCUMENT: Unless otherwise addressed in this appendix, the
directives and procedures outlined in the basic PWS shall apply.

2.1. AIRCRAFT OPERATIONS: Aircraft supporting DOD airlift requirements during
CRAF activation shall be operated in accordance with appropriate Federal
Aviation Regulations (FARs) and such waivers and deviations as applicable. When
a FAR deviation is required during operations in support of AMC, refer to FAR
Part 119.55, OBTAINING DEVIATION AUTHORITY TO PERFORM OPERATIONS UNDER A US
MILITARY CONTRACT, for instructions on how to request relief from the specified
FAR.

2.2. AIRCRAFT MAINTENANCE: Maintenance of aircraft during CRAF activation is the
responsibility of the operating contractor and shall be performed in accordance
with appropriate FARs and such waivers and deviations as applicable. When a FAR
deviation is required during operations in support of AMC, refer to FAR Part
119.55, OBTAINING DEVIATION AUTHORITY TO PERFORM OPERATIONS UNDER A US MILITARY
CONTRACT, for instructions on how to request relief from the specified FAR.

2.3. AUTHORITY TO ACTIVATE: The contractor's obligation to perform services
hereunder during any period when the CRAF is activated, as described in the
agreement, is expressly conditioned on there being in existence a valid
determination made pursuant to the provisions of Public Law (PL) 85-804 and
Executive Order 10789, as amended, that the national defense shall be
facilitated by obligating the Government to indemnify the contractor under the
terms and conditions stated in the agreement. Upon aircraft call up, the
aircraft as committed under this agreement and requested by the Government shall
be positioned at the location(s) directed by the Government.

2.4. INCREMENTAL ACTIVATION AND DEACTIVATION: The CRAF may be
activated/deactivated incrementally or in total, by stage, segment, section and
elements. The Government retains the option of activating any portion of each
stage or segment, as required. During CRAF activation, AMC exercises mission
control and the contractor retains operational control.

2.5. AIRCRAFT CALL UP AND RELEASE: Within each activated stage, segment, and
section, AMC may select and call up specific aircraft needed to fulfill the DOD
airlift requirement. AMC may elect to call up only a portion of the available
aircraft. If committed aircraft are not designated for call up within 72 hours
after CRAF activation, the aircraft shall be released and the contractor shall
receive a minimum of five days notice of any subsequent call up, unless a higher
stage of CRAF is mandated by DOD contingency requirements. If DOD contingency
requirements mandate activation at a higher stage (i.e., Stage II or III), the
five days minimum notification requirement is nullified and the appropriate
response time to the newly activated stage shall apply.

2.6. CONTRACTOR DUTIES: The contractor shall:

            o     Respond to requests for airlift missions.
            o     Schedule crews to support assigned mission, and deploy stage
                  crews.
            o     Develop mission itinerary in line with airlift requests and
                  required pickup/delivery times.
            o     Flight follow aircraft flying in support of CRAF.
            o     Forward aircraft arrival/departure/advisory messages and
                  mission status to the AMC TACC and AMC/A34BC.

2.7. MINIMUM UTILIZATION OF INTERNATIONAL (LONG-RANGE SECTION) SEGMENT:
Contractors with international (long-range) aircraft called up for service shall
be guaranteed an average daily utilization of 8 hours for the duration of the
call up, or for a minimum of 30 days, whichever is longer. Only aircraft called
up are guaranteed minimum utilization. AMC will give at least 15 days notice of
release of an aircraft call up or stage, segment, section or element
deactivation. Negotiation of compensation for under-utilization

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                                       5-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

shall be in accordance with the procedures outlined in this contract (see
Section B, paragraph 2, PRICING, subparagraph e(2)(a) and shall include all
commercial business obtained by the contractor using called up aircraft.
Contractors are obligated to utilize their best efforts to obtain commercial
business to minimize Government costs during any period of guaranteed
utilization including, but not limited to, the 15-day period following notice of
release. Contractors may waive these minimum utilization provisions by notifying
the CO in writing.

2.8. AIRCRAFT SUBSTITUTION: During CRAF activation, contractors may substitute
aircraft of equal capability for aircraft already called up or being called up.
Such aircraft must be acceptable to HQ AMC/A34BC and approved for use by the CO.

2.9. VOLUNTEER CONTRACTORS: Contractors may volunteer to perform missions prior
to and during CRAF activation. Volunteers supporting contingency requirements
prior to CRAF activation, time permitting, may be given the option to be
considered activated when the CRAF, and the segment in which their aircraft
would normally qualify, is activated, but only to the level of aircraft
required. These aircraft may be considered called up first and released last.
After volunteers have committed to activation and been called up, additional
aircraft, if required, shall be determined and prorated based on mobilization
value (MV) of aircraft within the segment and section activated.

2.10. RESPONSE TIME: When the CRAF is activated, response times for contractors
shall be 24 hours after aircraft call up and mission assignment for Stages I and
II and 48 hours for aircraft call up for Stage III. In those cases where all the
aircraft in the stage are not called, written notification of release from the
24 or 48 hour response requirement will be given within 72 hours of the
activation of the CRAF. AMC shall provide a minimum of 5 calendar days notice
for subsequent call up of those aircraft released. If DOD contingency
requirements mandate a higher stage of CRAF activation, the 5 day minimum
notification requirement is nullified and the 24 hour response to Stage II or 48
hours response to Stage III will apply. When the AE segment is activated for
Stages II and III, contractors shall, upon notification of aircraft call up,
have 48 hours to reconfigure aircraft in baseline status and deliver to the
Aeromedical Evacuation Ship Set (AESS) contractor for aeromedical conversion. If
required, delivery of one aircraft for conversion per participating company will
continue each 24 hours thereafter until all requirements are filled or
commitment is exhausted. After the first three aircraft are delivered, the
remaining delivery schedule will be established based on the contractor's
ability to accept the aircraft (i.e. maximum on ground (MOG)).

2.11. COMMERCIAL PALLETS: In some cases during CRAF activation, military
necessity may require hand loading of passenger baggage on commercial aircraft.
Should the need arise, contractors shall be required to furnish commercial
pallets to be used as a subfloor for the lower lobes.

3.0. CRAF ACTIVATION PLANNING: Unless otherwise specified in applicable tasking
messages, planning for use of CRAF shall be predicated upon the following:

            o     Availability, upon 24-hour notice, of those aircraft
                  identified as Stage I and Stage II resources (except for AE
                  Segment), to perform airlift services as required by the
                  Government.

            o     Availability, upon 48-hour notice, of those aircraft
                  identified as Stage III resources, to perform airlift services
                  as required by the Government.

            o     Effective C2, through commercial and military communication
                  capabilities.

            o     Use of contractor resources to the maximum extent possible.

3.1. SELF-SUPPORT: Contractors are allowed three percent of available ACL, by
weight, for necessary self-support. For Extended Twin-Engine Operations (ETOPS)
purposes, the ACL is increased to 7.5% for aircraft committed to the AE segment.

3.2. COMMAND AND CONTROL (C2) AGENCY: When requested by HQ AMC/A34BC,
contractors shall establish a 24-hour per day C2 agency manned by qualified
personnel and located at the contractor's designated C2 agency. Existing
resources shall expand as required to maintain operational control of resources.
(Existing resources include, but are not limited to, such items as facilities,
personnel, and communication networks.) When

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                                                                   29 March 2004

                                       5-2

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

requested during CRAF activation, the contractor shall provide the
pre-designated MOBREP or TAG personnel to HQ AMC, Scott AFB IL.

3.3. PERSONNEL: The contractor shall furnish, or subcontract for, all personnel
required in the performance of operations at commercial facilities. During
operations, contractors shall procure, position, supervise, and train their own
employees.

3.4. LOADING SUPERVISORS: During CRAF activation, contractors may be required to
provide highly qualified and certified aircraft loading supervisory personnel to
report where directed by HQ AMC/A34BC. Any decision to position key personnel
will be designed to facilitate enhanced airlift movement.

3.5. CREW COMPOSITION: The contractor is required to maintain a minimum 4:1 crew
ratio (four qualified flight deck crews per aircraft), exclusive of those with
Reserve or National Guard commitments, and material to enable at least 10 hours
per day utilization of each aircraft. During CRAF activation, flight deck
crewmembers must be US citizens eligible for a SECRET clearance. Within 15-days
after requested by the CO, the contractor shall submit a list of names of the
eligible crewmembers to HQ AMC/A34BC. Indigenous personnel may be used to
fulfill other personnel requirements in accordance with company policy.

3.6. CIVIL AIRLIFT SUPPORT ELEMENT (CASE): Upon request of AMC TACC, AMC/A34BC
shall recruit a team of two to four Civil Airlift Support Specialists (CASS),
possessing cargo and passenger expertise, and volunteered by civil air
contractor resources, to augment an AMC Tanker Airlift Control Element (TALCE)
at an on-load or off-load site. The CASE shall act as a liaison between the AMC
and the commercial contractors and shall provide the necessary liaison support
for commercial aircraft and aircrews as they transit specific airfields.

3.7. LOGISTIC SUPPORT PLANNING: AMC TACC will monitor and coordinate logistic
support effectiveness under the airline self-support concept. If the airline
cannot self-support, they may request logistic support from AMC on an as
available basis.

3.8. POL FACILITIES AND RESUPPLY CAPABILITY: When available, AMC will provide
adequate POL facilities and resupply capability at all planned contingency
bases. If fuel cannot be made available, suitable alternate airfields will be
recommended. Report deficiencies to AMC TACC.

4.0. CRAF ACTIVATION NOTIFICATION AND CONTRACTOR ACTIONS: CRAF activation
messages are transmitted over commercial circuits to each contractor. Minimum
actions to be taken by the contractor upon receipt of each message are as
follows:

4.1. CRAF ACTIVATION WARNING MESSAGE: Upon receipt of this message, contractors
shall ensure:

      o     Personnel are assigned to its operations control center so as to
            provide 24-hour coverage.

      o     Personnel who have been requested by AMC TACC/CC shall report where
            directed by HQ AMC/A34BC.

4.1.1. STAGE I, II AND III ACTIVATION WARNING MESSAGE: Upon receipt of these
messages, contractors shall:

      o     Review the operational and maintenance status of all company
            aircraft allocated to support Stage I and II of CRAF.

      o     Prepare to recall and mobilize aircraft and aircrews designated to
            participate in Stages I and II.

      o     Review personnel support requirements.

      o     Review the availability of aircraft spares and support equipment.

      o     Ensure DOD navigation route kits are current and available for use.

                                                                    Attachment 1
                                                                   29 March 2004

                                       5-3

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      o     Ensure all personnel scheduled to travel overseas have a current and
            valid US passport or an application for a passport. Follow
            preparatory requirements to issue Geneva Convention Cards.

      o     Issue Geneva Convention Cards, during Stage I and II activation, at
            the direction of AMC.

4.2. STAGE I, II, AND III ACTIVATION MESSAGE: Upon receipt of this message,
contractors shall:

      o     Ensure Geneva Convention Identification cards have been issued, as
            appropriate, to noncombatant contractor personnel who are transiting
            war regions and are subject to becoming prisoners of war.

      o     Prepare and standby for aircraft call up and AMC airlift mission
            assignments.

      o     Acknowledge agreement with time and tail numbers of aircraft called
            up, by writing initials on the message. Acknowledged copy shall be
            returned via fax to the CO at 618-256-2804/8316.

5.0. NAVIGATION ROUTE KITS: Upon activation of any stage of the CRAF, the
contractor shall place a navigation route kit aboard each aircraft called up,
and it shall remain with the aircraft during operations.

5.1. IN-FLIGHT COMMAND COMMUNICATION PROCEDURES: The TALCE Commander or senior
AMC representative will ensure the aircrew receives the following: associated
hands-on training and issue of GCWDE accomplished by AMC disaster preparedness
personnel, if directed by AMC/A34BC; the latest available communications
information concerning the proposed route of flight; the latest intelligence
information associated with the route of flight and destination; and enough
authentication material (tables) to cover the following 72 hours. Authentication
documents shall be made available to flight deck aircrew members at military
bases provided they are flying a mission directly related to the activation and
have proper identification. These documents shall be treated as classified and
disposed of IAW classified disposal procedures.

5.2. EARLY DEPARTURE: During CRAF activation, the AMC/A34BC, in conjunction with
the aircraft pilot in command, may authorize early departure from any station.

5.3. ROUTE SUPPORT: During CRAF activation, military and commercial transport
aircraft flying in support of the contingency shall receive the same priority.

5.3.1. ROUTE (GROUND) SUPPORT TRAFFIC: During CRAF activation, route (ground)
support traffic shall be assigned the same movement priority as AMC route
(ground) support traffic.

5.4. DEFICIENCIES IN SUPPORT: Deficiencies in support requirements at commercial
airports during CRAF activation shall be reported to the AMC/A34BC.

5.5. MATERIAL HANDLING EQUIPMENT (MHE) DURING ACTIVATION: AMC TACC will be
responsible for assuring availability of adequate cargo and passenger MHE, to
support planned workload at all on-load and off-load locations.

5.5.1. CONTRACTOR-PROVIDED MHE: When required, contractors shall be tasked to
provide wide-body MHE from their resources, when available, if compatible
military equipment cannot be pre-positioned.

5.5.2. CONTRACTOR-POSITIONING OF MHE: Positioning of contractor MHE will
normally be the contractor's responsibility.

5.5.3. GOVERNMENT-POSITIONING OF MHE: AMC will position MHE that exceeds the
contractor capability to position.

5.5.4. PAYMENT FOR MHE: Payment to contractors for use of MHE and equipment
operators shall be settled under the authority of the Changes Clause of this
agreement.

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                                                                   29 March 2004

                                       5-4

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

5.6. REGROUP OPERATIONS: Aircraft and resources shall be considered dispersed in
place and regrouped in accordance with the provisions of this attachment and
AMC/A34BC.

5.6.1. PRESERVATION OF AIRLIFT RESOURCES: When planning for employment of civil
airlift augmentation during a national emergency, consideration must be given to
the preservation of airlift resources.

5.6.2. AIRCRAFT IN FLIGHT: Aircraft in flight over CONUS shall be dispersed to
safe haven bases, as directed by ATC authorities. If such dispersal plans are
implemented, operations will be in accordance with the requirements of that
portion of the Emergency Security Control of Air Traffic (ESCAT) plan which is
in effect. If any part of the ESCAT plan is ordered while dispersal is in
progress, dispersal operations will be revised as required to comply with ESCAT.
When conditions permit, company management shall retain control of the dispersed
aircraft and shall direct re-assembly of aircraft at predetermined regroup
operating bases, or dispatch to specified on-load bases. Airlift mission
assignments will then come from AMC TACC and be routed through the contractor
corporate management and operations personnel.

5.6.3. NORTH AMERICAN AEROSPACE DEFENSE (NORAD): NORAD Instruction 10-41(S),
WARTIME SAFE PASSAGE OF FRIENDLY MILITARY AIRCRAFT, provides the safe passage
procedures for aircraft departing from and returning to the CONUS. Specific
IFF/SIF instructions are detailed in the "NORAD Master SPINS" Document.
Allocated aircraft that are offshore when safe passage procedures are
implemented shall divert to the nearest base listed below, or as directed by
ATC, to obtain specific procedural information required for penetration and
operation in the NORAD area. Base operations at one of the following locations
shall provide the NORAD information prior to departing for entry into the NORAD
defense area. AMC/TACC will work with the AMC/A34BC and contractor operations
personnel to ensure that appropriate classified Safe Passage and IFF/SIF
information is made available to contractors. Upon activation of CRAF, and when
required by NORAD, Safe Passage Procedures provide that each individual possess
a SECRET clearance prior to being granted access.

      o     ATLANTIC AREA. Rhein-Main AB, Germany; Incirlik AB, Turkey; and
            Lajes Field, Azores.

      o     PACIFIC AREA. Andersen AFB, Guam; Yokota AB, Japan; Kadena AB,
            Okinawa; Hickam AFB, Hawaii; Elmendorf AFB/Cold Bay Air Force
            Specialty (AFS) (714 ACWS), Alaska. (If aircraft is on the ground at
            Anchorage International, contact Elmendorf AFB. If aircraft is
            airborne within the Alaska area, divert to AFS.)

5.6.4. DISPERSED AIRCRAFT: Once a copy of the appropriate NORAD Safe Passage
procedures is obtained, dispersed aircraft identified in paragraph 5.6.2.,
AIRCRAFT IN FLIGHT, above shall be directed to a CONUS regroup base, or a CONUS
on-load base.

5.7. TRAFFIC AND TERMINAL SERVICES: During CRAF activation, all APOE functions
required will be provided by the responsible AMC Expeditionary Mobility Task
Force (EMTF) - CONUS.

5.8. COMMUNICATIONS NETWORKS: Reliable continuous communications service is
necessary to support mission control. The contractor shall provide additional
point-to-point circuits essential to contractor operations.

5.8.1. GLOBAL HIGH FREQUENCY (HF) SYSTEM: Existing USAF Global HF System
facilities shall be used as an alternate when commercial facilities are not
available. Frequencies for USAF Global HF System stations are listed in the
current DOD FLIP.

5.8.2. AIRCRAFT COMMUNICATIONS: Contractor aircraft shall be capable of
communicating with US Air Force Communications Control Stations as outlined in
the current FLIP enroute supplement, National, and International section.

6.0. AEROMEDICAL EVACUATION (AE): The aeromedical capability of AMC includes the
B-767 aircraft modified with the AESS. The AESS is connected to the aircraft's
electrical system through an electrical connector, which shall be installed by
the Government's contractor, L-3. The following data is required from those
contractors with B-767s committed to the aeromedical program and shall be
provided no more than 90 days after the CRAF contract effective date. (Data
shall also be provided at the time of any change of aircraft tail number
committed to

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                                                                   29 March 2004

                                       5-5

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

the AE segment of CRAF, or at the time of any change in the electrical load that
would affect the FAA work order for the kit installation.)

      o     A work order with FAA approved data from the air contractor
            describing the modification in detail such that the E-Systems FAA
            Repair Station can perform the work and return the aircraft to
            service (limited to the electrical connector installation effort).
            The work order shall address location of the circuit breakers to be
            added to the P31, P32 power panels, primary pickup connection
            points, routing of the new harnesses and location of the added
            electrical connectors. Circuit breakers, which must be collared to
            meet the electrical load requirements of the CRAF AESS load, shall
            also be identified in the work order.

      o     Appropriate modified electrical load analysis validating the
            availability of the required CRAF electrical power at the new
            connectors.

      o     Appropriate modified weight and balance data validating the
            electrical connector installation.

6.1. REQUIRED PERFORMANCE: The AE portion of the program is activated only in
Stage II or III. The utilization rate for planning is 13 hours per aircraft per
day. When AE aircraft are called up, the air contractor shall position the
aircraft to the location designated by the Government, in baseline
configuration, within 48 hours after call up. The air contractor shall baseline
the aircraft IAW Specification Drawings and the number 89CD0161, Revision K (or
the most current revision thereto) and 7590ICD00001, Revision L (or the most
current revision thereto) to exclude the electrical connectors which will be
installed by the AE installation contractor. Specification Drawings can be
obtained by contacting HQ AMC/A34BC at 618-229-1751.

6.2. INSTALLATION AND REMOVAL OF CRAF AESS: The installation contractor shall do
all unpacking and installation of the CRAF AESS onto the aircraft. If a dispute
arises between the air contractor and the AESS installation contractor about the
suitability of the aircraft for AESS installation, which cannot be resolved
between the air contractor and the installation contractor, the dispute shall
immediately be elevated to the CO for resolution. When AE aircraft are no longer
required, the contractor will return the aircraft to the AESS contractor site
for removal and repackaging of the CRAF AESS. Scheduling of aircraft returning
to the AESS installation contractor will be coordinated between the contractor
and the AESS installation contractor. In the event AE aircraft are released from
call up in large numbers, HQ AMC/A34BC will be responsible for coordinating with
air contractors and the AE installation contractor to establish a priority
system for expeditiously processing each aircraft.

6.2.1. POSITIONING AND DEPOSITING: The Government will pay for the positioning
and depositioning legs to the specified reconfiguration location IAW AMC
Aeromedical Airlift Uniform Rates and Rules.

6.3. FAA APPROVED TRAINING PROGRAM: Contractor shall develop an FAA approved
training program to facilitate operation of AE mission under PART 121 of the
FARs. When a FAR deviation is required during AE operations in support of AMC,
refer to FAR Part 119.55, OBTAINING DEVIATION AUTHORITY TO PERFORM OPERATIONS
UNDER A US MILITARY CONTRACT, for instructions on how to request relief from the
specified FAR.

6.4. CONTRACTOR-PROVIDED SERVICES: The contractor shall provide the following
items and services:

      o     A maintenance foreman and aircraft inspector, capable of signing off
            maintenance write-ups and logbooks, at AESS contractor facility for
            the duration of the installation process.

      o     Floor pallets and cargo netting (767-300ER) or LD-2 containers
            (767-200ER) in the aft cargo hold, as required, to facilitate
            movement of medical equipment and supplies. Space will also be made
            available for securing passenger baggage when patients or passengers
            are transported from the theater of operations to the CONUS.

      o     One life vest, emergency egress card and airsickness bag for each
            AECM, Critical Care Air Transport Team (CCATT) and patient listed on
            the manifest, per aircraft. These life vests will be removed from
            the seats and placed in the overhead storage compartments when the
            aircraft is "baselined" by the airline.

                                                                    Attachment 1
                                                                   29 March 2004

                                       5-6

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      o     Meal service shall be IAW PWS, paragraph 1.1.4, MEAL SERVICE. The
            medical crew will designate which patients can or cannot receive
            meals or beverages. If special patient meals are necessary, they
            will be provided from the originating hospital. Additionally, the
            contractor shall stock excess water above what is normally required
            for peacetime passenger missions and bouillon. Alcohol is prohibited
            on AE Flights.

6.5. HAZARDOUS CARGO: Hazardous cargo shall not be permitted on AE flights.

6.6. CERTIFIED MEDICAL EQUIPMENT: Medical equipment shall be certified for
in-flight use IAW airworthiness standards maintained at 311 HSW/YAML.
Documentation of specific certified equipment is available upon request.
Equipment not approved for in-flight use on B-767s will undergo an operational
checkout IAW the aircraft supplemental flight manual procedures provided by the
Government in the CRAF AESS packaging.

6.7. EXECUTION OF FLIGHT: When required, AE aircraft shall be used to return
AECMs, approved medical equipment and supplies from CONUS to the theater of
operations.

6.7.1. REFUELING AND LIQUID OXYGEN (LOX): Refueling and LOX servicing should
normally be accomplished prior to enplaning patients; however, if this is not
possible, an emergency crash and rescue vehicle shall be required to stand by
the aircraft during concurrent servicing.

6.7.2. INFORMATION EXECUTION: The pilot in command, In-flight Manager and
Medical Crew Director (MCD) shall exchange the following information at least
thirty minutes prior to takeoff: expected enroute weather, enroute flying time,
patient status that may affect AE operations, and any additional information
that may be pertinent.

6.7.3. FLIGHT ATTENDANT DUTIES: Contractor flight attendant personnel shall
accomplish the following duties:

      o     Direct the AECMs and patients during all ground or in-flight
            emergencies.

      o     Accomplish all standard in-flight briefings, including the addition
            of remarks that "during a cabin decompression the top litter patient
            will pass the emergency oxygen mask to the lower litter patients."

6.7.4. AECM REQUIREMENTS: AECMs include qualified flight nurses and AE
technicians and may be augmented, as required. These medical personnel are
responsible for the following:

      o     The MCD is the overall AE mission commander, while the pilot in
            command retains sole responsibility for safety of flight. Changes in
            flight profiles will be coordinated between the MCD and the pilot in
            command, if the situation or time permits. The welfare of the
            patients is a prime consideration in all such decisions; however,
            safety is the final determinant. The C2 center shall be advised and
            guidance requested for all aircraft or medical emergencies that
            require diversions.

6.7.5. MEDICAL RESTRICTIONS: When possible, HQ AMC TACC/XOGA will relay any
altitude or flight restrictions due to medical reasons to the contractor's C2
agency at least 12 hours prior to flight departure. The MCD will also brief this
information to the pilot in command prior to the flight.

6.7.6. MEDICAL EMERGENCIES: The MCD will have the final decision on medical
emergencies affecting manifested patients and will ensure that all patients are
briefed on AE emergency procedures affecting them. Additionally, they shall
perform the following duties:

      o     Enplane and deplane all patients.

      o     Secure all medical equipment.

      o     Collect and properly dispose of all medical wastes. Medical waste
            shall be collected and stored separately from common waste.

                                                                    Attachment 1
                                                                   29 March 2004

                                       5-7

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

      o     Assist flight attendants and flight crew during aircraft
            emergencies.

6.7.7. MEDICAL ATTENTION DURING TAKEOFF: Should the medical condition of any
patient require attention during takeoff, enroute cruise or landing, and the
seat belt sign is on, AECMs shall be secured with straps to the litter and
remain standing during these phases of flight.

6.8. AIRCRAFT IDENTIFICATION: For all flights where patients are carried, the
aircraft shall use the "Air Evac" call sign.

6.9. CONFIGURATION CONTROL: Configuration drawings of all variations and tail
number associated with the variation of aircraft formally committed to the AE
role shall be provided to the AESS installation contractor annually, within
three months after the start of this contract and as changes occur thereafter
during the life of the contract. This information shall also be provided to HQ
AMC/A34BC and HQ AMC/A3A. The contractor shall provide a representative name,
office and telephone number to the AESS installation contractor annually or
whenever a change in personnel occurs. This representative shall be responsible
for maintaining and coordinating the AESS drawings with the contractor
responsible for installation of the AE shipments.

6.9.1. DRAWING SUBMISSION: Contractors initially offering aircraft to the AE
segment must submit drawings to the AESS installation contractor for evaluation
prior to acceptance into the AE segment and prior to awarding of this contract.

6.9.2. AIRCRAFT CONFIGURATION: The Boeing 767-200 series aircraft can be
configured with 87 litters and 30+ seats. The Boeing 767-300 series aircraft can
be configured with 87 litters and 50+ seats. Once an aircraft is configured, it
cannot be changed by anyone other than a FAA certified aircraft mechanic or
engineer with access to the FAA approved Supplemental Type Certificate for that
aircraft.

7.0. CONTRACTOR ENROUTE SUPPORT: During CRAF activation, contractors shall
utilize existing contracts and arrangements for aircraft servicing and support
to the greatest extent possible. The aircrew shall contact the contractor
enroute support station only when such services are not available through normal
commercial means, or when special requirements exist (such as classified
briefings, materials issue/storage, the hands-on training and issue of GCWDE)
which exceed normal commercial arrangements.

7.1. CONTRACT PROVISIONS FOR CONTRACTOR ENROUTE SUPPORT: All contractor enroute
support services provided in connection with the CRAF shall be through
provisions of a contract modification issued by HQ AMC. The AMC TACC and/or
AMC/A3 will request contractor enroute support at select stations as required
during CRAF activation. The CO shall issue a contract modification for stations
activated.

7.1.1. CONTRACTOR ENROUTE SUPPORT SERVICES: The contractor providing enroute
support shall act as the primary agent for any enroute services required,
whether specifically providing them or acquiring them through alternative
sources. Should appropriate support be unavailable, the contractor providing
enroute support should contact AMC C2 and the CO, either directly through CRAF
contractor operations or by any other expeditious means.

7.1.1.1. CIVIL AIRCRAFT SUPPORT: Contractor enroute support services consist of
ensuring ground support for all civil aircraft and crews participating in US
military airlift operations. Services performed by the enroute support
contractor will vary from station to station depending upon the services
provided and the workload involved.

7.1.1.2. DOD AIRCRAFT SUPPORT: AMC may occasionally request contractor enroute
support or limited services for DOD aircraft. Should a priority determination be
required, the contractor providing enroute support shall communicate with HQ
AMC/A34Y or A34BC for further guidance.

7.2. GCWDE MANAGEMENT: Contractors providing enroute support shall arrange for
suitable facilities necessary for their on-site CRAF GCWDE program. AMC
designated disaster preparedness personnel will provide the necessary
administrative and inspection requirements. HQ AMC/A34BC will coordinate with
the designated contractor enroute support station managers on this program.

                                                                    Attachment 1
                                                                   29 March 2004

                                       5-8

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

7.3. LIMITING FACTORS: The contractor providing enroute support shall advise AMC
of any limiting factors that may affect the CRAF mission flow. When required,
AMC will take action to mitigate these limitations.

7.4. BILLING INFORMATION:

7.4.1. PERIOD OF OBLIGATION AND LIMITS OF PAYMENTS FOR SERVICES: A Change Order
to the contract shall specify period of obligation and the limits of payments
for services.

7.4.2. CHARGES TO THE CONTRACTOR ENROUTE SUPPORT STATION: CRAF contractors,
other than the primary contractor providing enroute support, shall bill the
primary contractor for the costs incurred. Any contractor disputes will be
mitigated by the CO.

7.4.3. CHARGES TO THE GOVERNMENT: HQ AMC will provide a planning forecast of
anticipated traffic for each contractor enroute support station designated.
Normally, the contractor enroute support operations at a given station should be
self-sustaining, provided an accurate traffic forecasted is generated. In the
event such traffic is not generated, the contractor enroute support station may
charge the excess cost to the US Government in accordance with the Change Order
limitation.

7.4.3.1. SERVICES REQUIRED BY AMC TO BE NO COST TO USING CONTRACTOR: Normally,
civil contractors shall individually coordinate and pay for enroute services
required and rendered. However, AMC may require the contractor providing general
enroute support services to provide or arrange for some or all of the services
for CRAF aircraft at no cost to the using CRAF contractor. In such cases,
contractor enroute support services are chargeable to the US Government.

                                                                    Attachment 1
                                                                   29 March 2004

                                       5-9

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                   APPENDIX 2
                        REFERENCED PUBLICATIONS AND FORMS

PUBLICATIONS:

All technical manuals, regulations, and publications are available for review on
the internet using the following websites:

AMC Publications and AIR FORCE Publications:   http://afpubs.hq.af.mil
      *May not be available at this website. Please contact CO for assistance in
      obtaining the information.

<TABLE>
<S>                                            <C>
DEPARTMENT OF DEFENSE Publications:            http://afpubs.hq.af.mil/DODlinks.asp
                                               http://www.dtic.mil/whs/directives

ARMY Publications                              http://www.usapa.army.mil

NAVY Publications                              http://nll.navsup.navy.mil
</TABLE>

Contractors shall refer to the most recent regulations/publications. For
assistance, please contact the CO.

THE FOLLOWING PUBLICATIONS ARE INCORPORATED BY REFERENCE:

<TABLE>
<CAPTION>
                                                                                                                           MANDATORY
                                                                                                                              OR
DIRECTIVE                 TITLE                                                                      DATE     REF IN       ADVISORY
---------                 -----                                                                      ----     ------       ---------
<S>                       <C>                                                                        <C>      <C>          <C>
AFH41-114                 Military Health Services System Matrix Table 42                            MAR 97   3.1.4.       Advisory
------------------------------------------------------------------------------------------------------------------------------------
AFI 10-1001               Civil Aircraft Landing Permits                                             SEP 95   3.7.         Mandatory
                                                                                                              4.16.4.2.
------------------------------------------------------------------------------------------------------------------------------------
AFI 21-101                Aerospace Equipment Maintenance Management Paragraphs 1.8.4. and 10.25     OCT 02   4.11.2.      Mandatory
------------------------------------------------------------------------------------------------------------------------------------
AFI 21-101, AMC Suppl 1   Aerospace Equipment Maintenance Management Paragraphs 1.8.4. and 10.25     JAN 03   4.11.2.      Mandatory
------------------------------------------------------------------------------------------------------------------------------------
*AFI 31-101               Air Force Installation Security Program (For Official Use Only)            MAR 03   4.2.1.       Mandatory
                          Chapter 9 - Restricted Area Access Control, paragraph 9.2.1.
------------------------------------------------------------------------------------------------------------------------------------
AFI 31-401                Information Security Program Management                                    NOV 01   4.2.1.       Mandatory
------------------------------------------------------------------------------------------------------------------------------------
AFI 36-3026(I)            Identification Cards for Members of the Uniformed Services, their Family   DEC 02   4.3.2.       Mandatory
                          Members, and Other Eligible Personnel
------------------------------------------------------------------------------------------------------------------------------------
AFJI 23-206               Cash Sales of Ground Petroleum Products in Overseas Areas                  MAR 84   3.4.1.       Mandatory
------------------------------------------------------------------------------------------------------------------------------------
AFJI 23-207               Aviation Fuel and Oil Issues to Contract, Charter, and Civil Aircraft      MAY 83   3.4.         Mandatory
------------------------------------------------------------------------------------------------------------------------------------
AFMAN 23-110              USAF Supply Manual                                                         OCT 03   3.7.         Advisory
                          Volume II, Part 13, Chapter 8 - Equipment Management
------------------------------------------------------------------------------------------------------------------------------------
AFMAN 24-204(I)           Preparing Hazardous Materials for Military Air                             DEC 01   1.3.12.      Advisory
                                                                                                              1.3.15.11.
------------------------------------------------------------------------------------------------------------------------------------
AFOSHSTD 91-38            Hydrocarbon Fuels, General                                                 SEP 97   3.5.3.       Advisory
                          Chapters 1, 2, and 4
------------------------------------------------------------------------------------------------------------------------------------
AMC PAM 32-1              Civil Reserve Air Fleet (CRAF) Aircrew Chemical-Biological (CB) Warfare    OCT 94   4.25.        Advisory
                          Defense Procedures
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                       2-1

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

<TABLE>
<S>             <C>                                                         <C>        <C>             <C>
----------------------------------------------------------------------------------------------------------------
AR 95-2         Air Traffic Control, Airspace, Airfields, Flight            AUG 90     4.16.4.2.       Mandatory
                Activities, and Navigational Aids
----------------------------------------------------------------------------------------------------------------
DFAS-IN 37-1    Finance and Accounting Policy Implementation                MAY 2003   3.7.            Mandatory
----------------------------------------------------------------------------------------------------------------
DOD 4500.9R     Defense Transportation Regulation, Part II                  MAY 2003   1.3.15.8.       Mandatory
----------------------------------------------------------------------------------------------------------------
DOD 5220.22M    National Industrial Security Program Operating Manual       JAN 95     4.2.2. 4.2.3.   Mandatory
----------------------------------------------------------------------------------------------------------------
DODD 1342.13    Eligibility Requirements for Education of Minor             JUL 82     3.6.1.          Advisory
                Dependents in Overseas Areas
----------------------------------------------------------------------------------------------------------------
NORAD           Wartime Safe Passage of Friendly Military Aircraft          OCT 97     App 5, 5.6.3.   Mandatory
Instruction
10-41(S)
----------------------------------------------------------------------------------------------------------------
SECNAVINST      Use of Department of the Navy Aviation Facilities by        DEC 92     4.16.4.2.       Mandatory
3770.1C         Other than United States Department of Defense Aircraft
----------------------------------------------------------------------------------------------------------------
TO 00-25-172    Ground Servicing of Aircraft and Static Grounding/Bonding   JUL 02     3.5.3.          Mandatory
                with Change 1                                               NOV 02
----------------------------------------------------------------------------------------------------------------
TO 00-25-       Interim Operation Supplement-Ground Servicing of Aircraft   Jul 03     3.5.3.          Mandatory
172S-1          and Static Grounding/Bonding
----------------------------------------------------------------------------------------------------------------
TO 00-25-172    Checklist Concurrent Servicing of Commercial Contract       Nov 89     3.5.3.          Mandatory
CL-1            Cargo and Passenger Aircraft
----------------------------------------------------------------------------------------------------------------
TO 00-25-172    Checklist Concurrent Servicing of Commercial Contract       Nov 89     3.5.3.          Mandatory
CL-2            Aircraft
----------------------------------------------------------------------------------------------------------------
</TABLE>

FORMS:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
FORM
NUMBER        TITLE                                                DATE       REFERENCED IN
-------------------------------------------------------------------------------------------------------------
<S>           <C>                                                  <C>        <C>
AF 310        Document Receipt and Destruction Certificate         MAY 86     4.2.
-------------------------------------------------------------------------------------------------------------
AF 4080       Load Sequence Breakdown Worksheet                    JUN 2001   3.1.2.
-------------------------------------------------------------------------------------------------------------
DD 254        DOD Contract Security Classification Specification   DEC 99     4.2.1.
-------------------------------------------------------------------------------------------------------------
DD 489        Geneva Conventions Identity Card for Civilians Who   JUL 74     4.3.2.; 4.3.5.1.; 4.3.6.; App
              Accompany the Armed Forces                                      3, 8.0
-------------------------------------------------------------------------------------------------------------
DD 1907       Signature and Tally Record                           MAY 00     1.3.11.
-------------------------------------------------------------------------------------------------------------
DD 2400       Civil Aircraft Certificate of Insurance              MAR 01     App 3, 15.0.
-------------------------------------------------------------------------------------------------------------
DD 2401       Civil Aircraft Landing Permit                        MAR 01     4.16.3., 4.16.3.1., 4.16.4,
                                                                              App 3, 15.0.
-------------------------------------------------------------------------------------------------------------
DD 2402       Civil Aircraft Hold Harmless Agreement               MAR 01     App 3, 15.0.
-------------------------------------------------------------------------------------------------------------
SF 153        COMSEC Material Report                               SEP 88     4.2.8.3.1.
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Attachment 1
                                                                   29 March 2004

                                       2-2

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                              DEPARTMENT OF DEFENSE                             1. CLEARANCE AND SAFEGUARDING
                 CONTRACT SECURITY CLASSIFICATION SPECIFICATION                 ----------------------------------------------------
         (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY          a. FACILITY CLEARANCE REQUIRED
                    TO ALL SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                 SECRET
                                                                                ----------------------------------------------------
                                                                                b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                 SECRET

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>
2.   THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)        3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
[X]     a. PRIME CONTRACT NUMBER                                                                                     DATE (YYYYMMDD)

                                FA4428-04-D-0013                       [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)       20040629
------------------------------------------------------------------------------------------------------------------------------------
[ ]     b. SUBCONTRACT NUMBER                                          [ ] b. REVISED           REVISION NO.         DATE (YYYYMMDD)
                                                                              (SUPERSEDES ALL
                                                                              PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
[X]     c. SOLICITATION OR OTHER NUMBER       DUE DATE (YYYYMMDD)                                                    DATE (YYYYMMDD)

                FA4428-04-R-0005                                       [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)
------------------------------------------------------------------------------------------------------------------------------------

4.   IS THIS A FOLLOW-ON CONTRACT?            [X] YES    [ ] NO. If Yes, complete the following:

     Classified material received or generated under   F11 626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this
                                                                            follow-on contract.
------------------------------------------------------------------------------------------------------------------------------------
5.   IS THIS A FINAL DD FORM 254?             [ ] YES    [X] NO. If Yes, complete the following:

     In response to the contractor's request dated _____, retention of the classified material is authorized for the period of _____
------------------------------------------------------------------------------------------------------------------------------------
6.   CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a.   NAME, ADDRESS, AND ZIP CODE                    b. CAGE CODE                   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

American Trans Air                                       4W257                     Defense Security Service (S31DT)
7337 W. Washington Street                                                          17177 N. Laurel Park Drive, Suite 417
Indianapolis, IN 46231                                                             Livonia, MI 48152-2659

------------------------------------------------------------------------------------------------------------------------------------
7.   SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a.   NAME, ADDRESS, AND ZIP CODE                    b. CAGE CODE                   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8.   ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a.   LOCATION                                       b. CAGE CODE                   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9.   GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10.  CONTRACTOR WILL REQUIRE ACCESS TO:             YES   NO    11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:      YES  NO
------------------------------------------------------------------------------------------------------------------------------------
 a.  COMMUNICATIONS SECURITY (COMSEC) INFORMATION   [X]   [ ]     a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT
                                                                     ANOTHER CONTRACTOR'S FACILITY OR A GOVERNMENT
                                                                     ACTIVITY                                              [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b.  RESTRICTED DATA                                [ ]   [X]     b. RECEIVE CLASSIFIED DOCUMENTS ONLY                     [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c.  CRITICAL NUCLEAR WEAPON DESIGN INFORMATION     [ ]   [X]     c. RECEIVE AND GENERATE CLASSIFIED MATERIAL              [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d.  FORMERLY RESTRICTED DATA                       [ ]   [X]     d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE       [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e.  INTELLIGENCE INFORMATION                                     e. PERFORM SERVICES ONLY                                 [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (1) Sensitive Compartmented Information (SCI)  [ ]   [X]     f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                     THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                     TERRITORIES                                           [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (2) Non-SCI                                    [X]   [ ]     g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE
                                                                     TECHNICAL INFORMATION CENTER (DTIC) OR OTHER
                                                                     SECONDARY DISTRIBUTION CENTER                         [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f.  SPECIAL ACCESS INFORMATION                     [ ]   [X]     h. REQUIRE A COMSEC ACCOUNT                              [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g.  NATO INFORMATION                               [ ]   [X]     i. HAVE TEMPEST REQUIREMENTS                             [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h.  FOREIGN GOVERNMENT INFORMATION                 [ ]   [X]     j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS         [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i.  LIMITED DISSEMINATION INFORMATION              [ ]   [X]     k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE      [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j.  FOR OFFICIAL USE ONLY INFORMATION              [X]           l. OTHER (SPECIFY)                                       [X]  [ ]
------------------------------------------------------------
 k.  OTHER (SPECIFY)                                [X]         Receive and Store Classified Information and COMSEC
                                                                material (such as STE phones & KOV-14 cards)

Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                           -----
                                                                           Reset
                                                                           -----

<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ] Direct
      [X] Through (SPECIFY)

      HQ, AMC/A34BC                           HQ AMC/PA
      402 Scott Driv., Unit 3A1               503 Ward Street, Suite 214
      Scott AFB IL 62225-5302        and      Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No
      (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE STATEMENT WHICH
      IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE. USE ITEM 13 IF
      ADDITIONAL SPACE IS NEEDED.)
------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No
      (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE ITEM
      13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
a. TYPED NAME OF CERTIFYING OFFICIAL   b. TITLE                                 c. TELEPHONE (INCLUDE AREA CODE)

   JAMES SABELLA, MAJ                     Branch Chief, CRAF                                (618)229-1751
                                          DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d. ADDRESS (INCLUDE ZIP CODE)                               17.  REQUIRED DISTRIBUTION

   HQ AMC/A34BC                                             [X]  a. CONTRACTOR
   402 SCOTT DR., UNIT 3A1                                  [ ]  b. SUBCONTRACTOR
   SCOTT AFB, IL 62225-5302                                 [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
---------------------------------------------------------------
e. SIGNATURE                                                [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                            [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
   /s/ James Sabella                                        [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                     /s/ Sharon Thompson
                                                                         2 AUG 04 AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
DD FORM 254 (BACK), DEC 1999
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                         DEPARTMENT OF DEFENSE                          1. CLEARANCE AND SAFEGUARDING
             CONTRACT SECURITY CLASSIFICATION SPECIFICATION             -----------------------------------------------------------
 (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY TO ALL   a. FACILITY CLEARANCE REQUIRED
                   SECURITY ASPECTS OF THIS EFFORT.)
                                                                                         SECRET
                                                                        -----------------------------------------------------------
                                                                        b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                         SECRET

-----------------------------------------------------------------------------------------------------------------------------------
<S>  <C>
2.   THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE) 3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------------------------------
       a. PRIME CONTRACT                                                                                         DATE (YYYYMMDD)
 [X]                                                            [X] a.  ORIGINAL (COMPLETE DATE IN ALL CASES)
                      FA4428-04-D-0013                                                                              20040629
-----------------------------------------------------------------------------------------------------------------------------------
 [ ]   b. SUBCONTRACT NUMBER                                    [ ] b. REVISED             REVISION NO.          DATE (YYYYMMDD)
                                                                       (SUPERSEDES ALL
                                                                       PREVIOUS SPECS)
-----------------------------------------------------------------------------------------------------------------------------------
       c. SOLICITATION OR OTHER NUMBER   DUE DATE (YYYYMMDD)                                                    DATE (YYYYMMDD)
 [X]        FA4428-04-R-0005                                    [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)
-----------------------------------------------------------------------------------------------------------------------------------
4.   IS THIS A FOLLOW-ON CONTRACT?   [X] YES [ ] NO. If Yes, complete the following:

     Classified material received or generated under  F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this follow-
                                                                          on contract.
-----------------------------------------------------------------------------------------------------------------------------------
5.   IS THIS A FINAL DD FORM 254?     [ ] YES [X] NO. If Yes, complete the following:

     In response to the contractor's request dated __________, retention of the classified material is authorized for the period of
     _________
-----------------------------------------------------------------------------------------------------------------------------------
6.   CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
-----------------------------------------------------------------------------------------------------------------------------------
a.   NAME, ADDRESS, AND ZIP CODE                        b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Atlas Air                                                    1KF51      Defense Security Service (S11SY)
2000 Westchester Avenue                                                 290 Elwood Davis Road, Suite 220
Purchase, NY 10577-2543                                                 Liverpool, NY 13088-6142

-----------------------------------------------------------------------------------------------------------------------------------
7.   SUBCONTRACTOR
-----------------------------------------------------------------------------------------------------------------------------------
a.   NAME, ADDRESS, AND ZIP CODE                        b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

-----------------------------------------------------------------------------------------------------------------------------------
8.   ACTUAL PERFORMANCE
-----------------------------------------------------------------------------------------------------------------------------------
a.   LOCATION                                           b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

-----------------------------------------------------------------------------------------------------------------------------------
9.   GENERAL IDENTIFICATION OF THIS PROCUREMENT

-----------------------------------------------------------------------------------------------------------------------------------
10.  CONTRACTOR WILL REQUIRE ACCESS TO:             YES  NO   11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:        YES  NO
-----------------------------------------------------------------------------------------------------------------------------------
 a.  COMMUNICATIONS SECURITY (COMSEC) INFORMATION   [X]  [ ]   a. HAVE ACCESS TO CLASSIFED INFORMATION ONLY AT ANOTHER
                                                                  CONTRACTOR'S  FACILITY OR A GOVERNMENT ACTIVITY          [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
 b.  RESTRICTED DATA                                [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                        [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
 c.  CRITICAL NUCLEAR WEAPON DESIGN INFORMATION     [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                 [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
 d.  FORMERLY RESTRICTED DATA                       [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE          [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
 e.  INTELLIGENCE INFORMATION                                  e. PERFORM SERVICES ONLY                                    [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
      (1) Sensitive Compartmented Information (SCI) [ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                  THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                  TERRITORIES                                              [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
      (2) Non-SCI                                   [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                  INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                  DISTRIBUTION CENTER                                      [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
 f.  SPECIAL ACCESS INFORMATION                     [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                                 [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
 g.  NATO INFORMATION                               [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                                [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
 h.  FOREIGN GOVERNMENT INFORMATION                 [ ]  [X]   j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS            [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
 i.  LIMITED DISSEMINATION INFORMATION              [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE         [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
 j.  FOR OFFICIAL USE ONLY INFORMATION              [X]  [ ]   l. OTHER (SPECIFY)                                          [X]  [ ]
------------------------------------------------------------
 k.  OTHER (SPECIFY)                                [X]  [ ]
                                                              Receive and Store Classified Information and COMSEC
 Intelligence briefings, in order to perform                  material (such as STE phones & KOV-14 cards)
 Contract requirements
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                           -----
                                                                           Reset
                                                                           -----

<PAGE>

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ] Direct
      [X] Through (SPECIFY)

      HQ, AMC/A34BC                           HQ AMC/PA
      402 Scott Driv., Unit 3A1               503 Ward Street, Suite 214
      Scott AFB IL 62225-5302        and      Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classification guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------

14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No
      (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE STATEMENT WHICH
      IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE. USE ITEM 13 IF
      ADDITIONAL SPACE IS NEEDED.)

-----------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No
      (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE ITEM 13
      IF ADDITIONAL SPACE IS NEEDED.)

-----------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
-----------------------------------------------------------------------------------------------------------------------------------
   a. TYPED NAME OF CERTIFYING OFFICIAL   b. TITLE                                 c. TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                     Branch Chief, CRAF                                (618) 229-1751
                                             DOD Commercial Airlift Division
-----------------------------------------------------------------------------------------------------------------------------------
   d. ADDRESS (INCLUDE ZIP CODE)                              17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                            [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                                 [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                                [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
-----------------------------------------------------------------
   e. SIGNATURE                                               [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                              [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
      /s/ James Sabella                                       [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                             /s/ Sharon Thompson
                                                                2 AUG 04 AMC/SFI
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                         DEPARTMENT OF DEFENSE                          1. CLEARANCE AND SAFEGUARDING
             CONTRACT SECURITY CLASSIFICATION SPECIFICATION             ------------------------------------------------------------
 (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY TO ALL   a. FACILITY CLEARANCE REQUIRED
                   SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                   SECRET
                                                                        ------------------------------------------------------------
                                                                        b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                   SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
2.  THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)  3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
 [X] a. PRIME CONTRACT NUMBER                                   [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)   DATE (YYYYMMDD)
                      FA4428-04-D-0013                                                                             20040706
------------------------------------------------------------------------------------------------------------------------------------
 [ ] b. SUBCONTRACT NUMBER                                      [ ] b. REVISED             REVISION NO.        DATE (YYYYMMDD)
                                                                       (SUPERSEDES ALL
                                                                       PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
 [X] c. SOLICITATION OR OTHER NUMBER   DUE DATE (YYYYMMDD)      [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)    DATE (YYYYMMDD)
            FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4.  IS THIS A FOLLOW-ON CONTRACT? [X] YES  [ ] NO. If Yes, complete the following:

    Classified material received or generated under  F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this
                                                                        follow-on contract.
------------------------------------------------------------------------------------------------------------------------------------
5.  IS THIS A FINAL DD FORM 254? [ ] YES [X] NO. If Yes, complete the following:

    In response to the contractor's request dated __________, retention of the classified material is authorized for the period of
    _________
------------------------------------------------------------------------------------------------------------------------------------
6.  CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                     b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Federal Express                                          1L5M5      Defense Security Service (S21HV)
313 Democrat Road, Building D-190                                   Bldg 3216 Little John Drive
Memphis, TN 38118                                                   Huntsville, AL 35898

------------------------------------------------------------------------------------------------------------------------------------
7.  SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                     b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8.  ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a.  LOCATION                                        b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9.  GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES  NO   11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:       YES  NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]  [ ]   a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                  CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY          [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                       [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE         [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                   e. PERFORM SERVICES ONLY                                   [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (1) Sensitive Compartmented Information (SCI)  [ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                  THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                  TERRITORIES                                             [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (2) Non-SCI                                    [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE
                                                                  TECHNICAL INFORMATION CENTER (DTIC) OR OTHER
                                                                  SECONDARY DISTRIBUTION CENTER                           [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                               [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]  [X]   j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS           [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE        [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]  [ ]   l. OTHER (SPECIFY)                                         [X]  [ ]
------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]  [ ]  Receive and Store Classified Information and COMSEC
                                                              material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                       ---------
                                                                         Reset
                                                                       ---------

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ]
      Direct [X] Through (SPECIFY)

      HQ, AMC/A34BC                             HQ AMC/PA
      402 Scott Driv., Unit 3A1                 503 Ward Street, Suite 214
      Scott AFB IL 62225-5302         and       Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract.[ ] Yes
      [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE
      ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
a.    TYPED NAME OF CERTIFYING OFFICIAL        b.  TITLE                                 c.  TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                           Branch Chief, CRAF                               (618)229-1751
                                                   DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d.    ADDRESS (INCLUDE ZIP CODE)                          17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                         [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                              [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                             [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
--------------------------------------------------------------
                                                           [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
e.    SIGNATURE                                            [X]  e. ADMINISTRATIVE CONTRACTING OFFICER

     /s/ James Sabella                                     [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                   /s/Sharon Thompson
                                                                   2 AUG 04 AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                         DEPARTMENT OF DEFENSE                          1. CLEARANCE AND SAFEGUARDING
             CONTRACT SECURITY CLASSIFICATION SPECIFICATION             ------------------------------------------------------------
 (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY TO ALL   a. FACILITY CLEARANCE REQUIRED
                   SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                   SECRET
                                                                        ------------------------------------------------------------
                                                                        b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                   SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
2. THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)   3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
 [X] a. PRIME CONTRACT NUMBER                                   [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)   DATE (YYYYMMDD)
                      FA4428-04-D-0013                                                                             20040629
------------------------------------------------------------------------------------------------------------------------------------
 [ ] b. SUBCONTRACT NUMBER                                      [ ] b. REVISED             REVISION NO.        DATE (YYYYMMDD)
                                                                       (SUPERSEDES ALL
                                                                       PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
 [X] c. SOLICITATION OR OTHER NUMBER   DUE DATE (YYYYMMDD)      [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)    DATE (YYYYMMDD)
             FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4. IS THIS A FOLLOW-ON CONTRACT? [X] YES [ ] NO. If Yes, complete the following:

   Classified material received or generated under  F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this follow-on
                                                                        contract.
------------------------------------------------------------------------------------------------------------------------------------
5. IS THIS A FINAL DD FORM 254? [ ] YES [X] NO. If Yes, complete the following:

   In response to the contractor's request dated __________, retention of the classified material is authorized for the period of
   _________
------------------------------------------------------------------------------------------------------------------------------------
6. CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                      b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Gemini Air Cargo                                         1DKB1      Defense Security Service (S51FX1 & 2)
44965 Aviation Drive, Suite 300                                     7010 Little River Tumpike, Suite 430
Washington Dulles International Airport                             Annandale, VA 22003
Dulles, VA 20166

------------------------------------------------------------------------------------------------------------------------------------
7. SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                      b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8. ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a. LOCATION                                         b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9. GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES  NO   11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:     YES   NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]  [ ]   a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                  CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY        [ ]   [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                     [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL              [ ]   [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE       [ ]   [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                   e. PERFORM SERVICES ONLY                                 [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (1) Sensitive Companmented Information (SCI)    [ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                  THE U.S., PUERTO RICO, U.S. POSSESSIONS AND
                                                                  TRUST TERRITORIES                                     [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (2) Non-SCI                                     [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE
                                                                  TECHNICAL INFORMATION CENTER (DTIC) OR OTHER
                                                                  SECONDARY DISTRIBUTION CENTER                         [ ]   [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                              [ ]   [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                             [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]  [X]   j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS         [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE      [X]   [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]  [ ]   l. OTHER (SPECIFY)                                       [X]   [ ]
------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]  [ ]  Receive and Store Classified Information and COMSEC
                                                              material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                        --------
                                                                          Reset
                                                                        --------

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED} pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ]
      Direct [X] Through (SPECIFY)

      HQ, AMC/A34BC                            HQ AMC/PA
      402 Scott Driv., Unit 3A1                503 Ward Street, Suite 214
      Scott AFB IL 62225-5302         and      Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE
      ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
a.    TYPED NAME OF CERTIFYING OFFICIAL        b.  TITLE                                 c.  TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                           Branch Chief, CRAF                               (618)229-1751
                                                   DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d.    ADDRESS (INCLUDE ZIP CODE)                      17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                     [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                          [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                         [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
----------------------------------------------------------
e.    SIGNATURE                                        [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                       [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
      /s/ James Sabella                                [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                            /s/ Sharon Thompson
                                                            2 AUG 04 AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                         DEPARTMENT OF DEFENSE                          1. CLEARANCE AND SAFEGUARDING
             CONTRACT SECURITY CLASSIFICATION SPECIFICATION             ------------------------------------------------------------
 (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY TO ALL   a. FACILITY CLEARANCE REQUIRED
                   SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                   SECRET
                                                                        ------------------------------------------------------------
                                                                        b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                   SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
2. THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)   3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
 [X] a. PRIME CONTRACT Number                                   [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)   DATE (YYYYMMDD)
                      FA4428-04-D-0013                                                                             20040706
------------------------------------------------------------------------------------------------------------------------------------
 [ ] b. SUBCONTRACT NUMBER                                      [ ] b. REVISED             REVISION NO.        DATE (YYYYMMDD)
                                                                       (SUPERSEDES ALL
                                                                       PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
 [X]  c. SOLICITATION OR OTHER NUMBER   DUE DATE (YYYYMMDD)     [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)    DATE (YYYYMMDD)
            FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4. IS THIS A FOLLOW-ON CONTRACT? [X] YES [ ] NO. If Yes, complete the following:

   Classified material received or generated under  F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this follow-on
                                                                        contract.
------------------------------------------------------------------------------------------------------------------------------------
5. IS THIS A FINAL DD FORM 254? [ ] YES [X] NO. If Yes, complete the following:

   In response to the contractor's request dated __________, retention of the classified material is authorized for the period of
   _________
------------------------------------------------------------------------------------------------------------------------------------
6. CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                      b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Air Transport International                              1KHM4      Defense Security Service (S21HV)
One Cantrell Center                                                 Bldg 3216 Little John Drive
2800 Cantrell Road                                                  Huntsville, AL 35898
Little Rock, AR 72202

------------------------------------------------------------------------------------------------------------------------------------
7. SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                      b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8. ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a. LOCATION                                         b. CAGE CODE    c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9. GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES  NO   11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:      YES  NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]  [ ]   a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                  CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY         [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                      [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL               [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE        [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                   e. PERFORM SERVICES ONLY                                  [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (1) Sensitive Compartmented Information (SCI)  [ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                  THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                  TERRITORIES                                            [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (2) Non-SCI                                    [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                  INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                  DISTRIBUTION CENTER                                    [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                               [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                              [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]  [X]   j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS          [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE       [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]  [ ]   l. OTHER (SPECIFY)                                        [X]  [ ]
------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]  [ ]  Receive and Store Classified Information and COMSEC
                                                              material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract reauirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                         -------
                                                                          Reset
                                                                         -------

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED} pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ]
      Direct [X] Through (SPECIFY)

      HQ, AMC/A34BC                      HQ AMC/PA
      402 Scott Driv., Unit 3A1          503 Ward Street, Suite 214
      Scott AFB IL 62225-5302     and    Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes [X]
      No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE ITEM
      13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
a.    TYPED NAME OF CERTIFYING OFFICIAL        b.  TITLE                                 c.  TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                           Branch Chief, CRAF                               (618)229-1751
                                                   DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d.    ADDRESS (INCLUDE ZIP CODE)                          17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                         [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                              [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                             [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
--------------------------------------------------------------
e.    SIGNATURE                                            [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                           [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
      /s/ James Sabella                                    [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                   /s/ Sharon Thompson
                                                                   2 AUG 04 AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                              DEPARTMENT OF DEFENSE                             1. CLEARANCE AND SAFEGUARDING
                 CONTRACT SECURITY CLASSIFICATION SPECIFICATION                 ----------------------------------------------------
         (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY          a. FACILITY CLEARANCE REQUIRED
                     TO ALL SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                       SECRET
                                                                                ----------------------------------------------------
                                                                                b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                       SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>
2.  THIS SPECIFICATION IS FOR:  (X AND COMPLETE AS APPLICABLE)        3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
[X] a. PRIME CONTRACT NUMBER                                          [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)   DATE (YYYYMMDD)

                FA4428-04-D-0013                                                   20040706
------------------------------------------------------------------------------------------------------------------------------------
[ ] b. SUBCONTRACT NUMBER                                             [ ] b. REVISED           REVISION NO.          DATE (YYYYMMDD)
                                                                             (SUPERSEDES ALL
                                                                             PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
[X] c. SOLICITATION OR OTHER NUMBER         DUE DATE (YYYYMMDD)       [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)    DATE (YYYYMMDD)

                FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4.  IS THIS A FOLLOW-ON CONTRACT?             [X] YES    [ ] NO.  If Yes, complete the following:

    Classified material received or generated under    F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this
                                                                            follow-on contract.
------------------------------------------------------------------------------------------------------------------------------------
5.  IS THIS A FINAL DD FORM 254?              [ ] YES    [X] NO. If Yes, complete the following:

    In response to the contractor's request dated ______, retention of the classified material is authorized for the period of _____
------------------------------------------------------------------------------------------------------------------------------------
6.  CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                                  b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

Kalitta Air*                                                       1VL55           Defense Security Service (S31 DT)
818 Willow Run Airport                                                             17177 N. Laurel Park Drive, Suite 417
Ypsilanti, MI 48198                                                                Livonia, MI 48152-2659
------------------------------------------------------------------------------------------------------------------------------------
7.  SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                                 b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8.  ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a.  LOCATION                                                    b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9.  GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES   NO    11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:       YES   NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]   [ ]    a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                    CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY          [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]   [X]    b. RECEIVE CLASSIFIED DOCUMENTS ONLY                       [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]   [X]    c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]   [X]    d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE         [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                     e. PERFORM SERVICES ONLY                                   [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (1) Sensitive Compartmented Information (SCI)   [ ]   [X]    f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE THE
                                                                    U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                    TERRITORIES                                             [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (2) Non-SCI                                     [X]   [ ]    g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                    INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                    DISTRIBUTION CENTER                                     [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]   [X]    h. REQUIRE A COMSEC ACCOUNT                                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]   [X]    i. HAVE TEMPEST REQUIREMENTS                               [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]   [X]    j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS           [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]   [X]    k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE        [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]   [ ]    l. OTHER (SPECIFY)                                         [X]  [ ]
-------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]   [ ]   Receive and Store Classified Information and COMSEC
                                                                material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                           -----
                                                                           Reset
                                                                           -----

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ]
      Direct [X] Through (SPECIFY)

            HQ, AMC/A34BC                                      HQ AMC/PA
            402 Scott Driv., Unit 3A1                          503 Ward Street, Suite 214
            Scott AFB IL 62225-5302             and            Scott AFB,IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE
      ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.

------------------------------------------------------------------------------------------------------------------------------------
a.    TYPED NAME OF CERTIFYING OFFICIAL         b.  TITLE                              c.  TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                            Branch Chief, CRAF                          (618) 229-1751
                                                    DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d.    ADDRESS (INCLUDE ZIP CODE)                               17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                             [X] a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                                  [ ] b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                                 [X] c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
-----------------------------------------------------------------
e.    SIGNATURE                                                [ ] d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION

/s/ James Sabella                                              [X] e. ADMINISTRATIVE CONTRACTING OFFICER
                                                               [X] f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                   /s/ Sharon Thompson
                                                                   2 AUG 04 AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                              DEPARTMENT OF DEFENSE                             1. CLEARANCE AND SAFEGUARDING
                 CONTRACT SECURITY CLASSIFICATION SPECIFICATION                 ----------------------------------------------------
         (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL                a. FACILITY CLEARANCE REQUIRED
                 APPLY TO ALL SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                      SECRET
                                                                                ----------------------------------------------------
                                                                                b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                      SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>
2.  THIS SPECIFICATION IS FOR:  (X AND COMPLETE AS APPLICABLE)      3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
[X] a. PRIME CONTRACT NUMBER                                         [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)    DATE (YYYYMMDD)
                FA4428-04-D-0013                                                                                          20040706
------------------------------------------------------------------------------------------------------------------------------------
[ ] b. SUBCONTRACT NUMBER                                            [ ] b. REVISED           REVISION NO.           DATE (YYYYMMDD)
                                                                            (SUPERSEDES ALL
                                                                            PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
[X] c. SOLICITATION OR OTHER NUMBER           DUE DATE (YYYYMMDD)    [ ] c. FINAL (COMPLETE ITEM 5 IN ALL CASES)     DATE (YYYYMMDD)

                FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4.  IS THIS A FOLLOW-ON CONTRACT?             [X] YES [ ] NO.  If Yes, complete the following:

    Classified material received or generated under    F11626-03-D-0025     (PRECEDING CONTRACT NUMBER) is transferred to this
                                                                            follow-on contract.
------------------------------------------------------------------------------------------------------------------------------------
5.  IS THIS A FINAL DD FORM 254?              [ ] YES [X] NO. If Yes, complete the following:

    In response to the contractor's request dated ______, retention of the classified material is authorized for the period of _____
------------------------------------------------------------------------------------------------------------------------------------
6.  CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                                 b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

Northwest Airlines                                                 9A735           Defense Security Service (S31SL)
5101 Northwest Drive                                                               11132 South Towne Square
St. Paul MN 55111-3034                                                             St. Louis, MO 63123-7818

------------------------------------------------------------------------------------------------------------------------------------
7.  SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                                 b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8.  ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a.  LOCATION                                                    b. CAGE CODE       c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND
                                                                                      ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9.  GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES   NO    11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:       YES   NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]   [ ]    a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                    CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY          [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]   [X]    b. RECEIVE CLASSIFIED DOCUMENTS ONLY                       [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]   [X]    c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]   [X]    d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE         [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                     e. PERFORM SERVICES ONLY                                   [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (1) Sensitive Compartmented Information (SCI)   [ ]   [X]    f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE THE
                                                                    U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                    TERRITORIES                                             [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
    (2) Non-SCI                                     [X]   [ ]    g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                    INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                    DISTRIBUTION CENTER                                     [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]   [X]    h. REQUIRE A COMSEC ACCOUNT                                [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]   [X]    i. HAVE TEMPEST REQUIREMENTS                               [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]   [X]    j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS           [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]   [X]    k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE        [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]   [ ]    l. OTHER (SPECIFY)                                         [X]  [ ]
-------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]   [ ]   Receive and Store Classified Information and COMSEC
                                                                material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                           -----
                                                                           Reset
                                                                           -----
<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release
      [ ] Direct [X] Through (SPECIFY)

            HQ, AMC/A34BC                                      HQ AMC/PA
            402 Scott Driv., Unit 3A1                          503 Ward Street, Suite 214
            Scott AFB IL 62225-5302             and            Scott AFB,IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ] Yes
      [X] No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE
      ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.

------------------------------------------------------------------------------------------------------------------------------------
a.    TYPED NAME OF CERTIFYING OFFICIAL         b.  TITLE                              c.  TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                            Branch Chief, CRAF                          (618) 229-1751
                                                    DOD Commercial Airlift Division

------------------------------------------------------------------------------------------------------------------------------------
d.    ADDRESS (INCLUDE ZIP CODE)                              17.  REQUIRED DISTRIBUTION

      HQ AMC/A34BC                                            [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                                 [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                                [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
-----------------------------------------------------------------
e.    SIGNATURE                                               [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                              [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
      /s/ James Sabella                                       [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                   /s/ Sharon Thompson
                                                                   2 AUG 04 AMC/SFI

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                         DEPARTMENT OF DEFENSE                          1. CLEARANCE AND SAFEGUARDING
             CONTRACT SECURITY CLASSIFICATION SPECIFICATION             ------------------------------------------------------------
        (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL         a. FACILITY CLEARANCE REQUIRED
             APPLY TO ALL SECURITY ASPECTS OF THIS EFFORT.)
                                                                                                   SECRET
                                                                        ------------------------------------------------------------
                                                                        b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                   SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
2.  THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)  3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
[X] a. PRIME CONTRACT NUMBER                                    [X] a. ORIGINAL (COMPLETE DATE IN ALL CASES)   DATE (YYYYMMDD)

                      FA4428-04-D-0013                                                                             20040706
------------------------------------------------------------------------------------------------------------------------------------
[ ] b. SUBCONTRACT NUMBER                                       [ ] b. REVISED             REVISION NO.         DATE (YYYYMMDD)
                                                                       (SUPERSEDES ALL
                                                                       PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
[X] c. SOLICITATION OR OTHER NUMBER   DUE DATE (YYYYMMDD)           c. FINAL (COMPLETE ITEM 5 IN ALL CASES)     DATE (YYYYMMDD)

          FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4.  IS THIS A FOLLOW-ON CONTRACT?   [X] YES [ ] NO. If Yes, complete the following:

    Classified material received or generated under  F11626-03-D-0025   (PRECEDING CONTRACT NUMBER) is transferred to this
                                                                        follow-on contract.
------------------------------------------------------------------------------------------------------------------------------------
5.  IS THIS A FINAL DD FORM 254?    [X] YES [X] NO. If Yes, complete the following:

    In response to the contractor's request dated __________, retention of the classified material is authorized for the period of
    _________
------------------------------------------------------------------------------------------------------------------------------------
6.  CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
-----------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                     b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Omni Air International*                               0ZDR5       Defense Security Service (S31SL)
3303 N. Sheridan Road, Hanger 19                                  11132 South Towne Square
Tulsa, OK 74115                                                   St. Louis, MO 63123-7818
------------------------------------------------------------------------------------------------------------------------------------
7.  SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                     b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8.  ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a.  LOCATION                                        b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9.  GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:              YES  NO   11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:        YES  NO
------------------------------------------------------------------------------------------------------------------------------------
 a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION    [X]  [ ]   a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                                  CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY           [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 b. RESTRICTED DATA                                 [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                        [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION      [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                 [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 d. FORMERLY RESTRICTED DATA                        [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE          [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 e. INTELLIGENCE INFORMATION                                   e. PERFORM SERVICES ONLY                                    [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (1) Sensitive Compartmented Information (SCI)  [ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                  THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                  TERRITORIES                                              [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
     (2) Non-SCI                                    [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                  INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                  DISTRIBUTION CENTER                                      [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 f. SPECIAL ACCESS INFORMATION                      [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                                 [ ]  [X]
------------------------------------------------------------------------------------------------------------------------------------
 g. NATO INFORMATION                                [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                                [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 h. FOREIGN GOVERNMENT INFORMATION                  [ ]  [X]   j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS            [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 i. LIMITED DISSEMINATION INFORMATION               [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE         [X]  [ ]
------------------------------------------------------------------------------------------------------------------------------------
 j. FOR OFFICIAL USE ONLY INFORMATION               [X]  [ ]   l. OTHER (SPECIFY)                                          [X]  [ ]
------------------------------------------------------------
 k. OTHER (SPECIFY)                                 [X]  [ ]   Receive and Store Classified Information and COMSEC
                                                               material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract requirements
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                           -----
                                                                           Reset
                                                                           -----

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ] Direct
      [X] Through (SPECIFY)

       HQ, AMC/A34BC                           HQ AMC/PA
       402 Scott Driv., Unit 3A1               503 Ward Street, Suite 214
       Scott AFB IL 62225-5302        and      Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any questions
      for interpretation of this guidance to the official identified below. Pending final decision, the information involved shall
      be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS APPROPRIATE FOR THE
      CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS REFERENCED HEREIN. ADD
      ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract.
      [ ] Yes [X] No (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE
      STATEMENT WHICH IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE.
      USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office.
      [ ] Yes [X] No (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR
      INSPECTIONS. USE ITEM 13 IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
a. TYPED NAME OF CERTIFYING OFFICIAL   b. TITLE                                 c. TELEPHONE (INCLUDE AREA CODE)

   JAMES SABELLA, MAJ                     Branch Chief, CRAF                                (618) 229-1751
                                          DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
d. ADDRESS (INCLUDE ZIP CODE)                              17. REQUIRED DISTRIBUTION

   HQ AMC/A34BC                                            [X] a. CONTRACTOR
   402 SCOTT DR., UNIT 3A1                                 [ ] b. SUBCONTRACTOR
   SCOTT AFB, IL 62225-5302                                [X] c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
--------------------------------------------------------------
e. SIGNATURE                                               [ ] d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                           [X] e. ADMINISTRATIVE CONTRACTING OFFICER
   /s/ James Sabella                                       [X] f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                               /s/ Sharon Thompson
                                                               2 AUG 04 AMC/SFI

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                        1. CLEARANCE AND SAFEGUARDING
                                                                                        -------------------------------------------
                              DEPARTMENT OF DEFENSE                                     a. FACILITY CLEARANCE REQUIRED
                    CONTRACT SECURITY CLASSIFICATION SPECIFICATION                                            SECRET
          (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY                 --------------------------------------------
                    TO ALL SECURITY ASPECTS OF THIS EFFORT.)                            b. LEVEL OF SAFEGUARDING REQUIRED
                                                                                                              SECRET
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>
2. THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)    3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------------------------------
     a. PRIME CONTRACT NUMBER                                                                             DATE (YYYYMMDD)
[X]                                                             [X]  a. ORIGINAL (COMPLETE
                                                                        DATE IN ALL CASES)
                       FA4428-04-D-0013                                                                         20040706
-----------------------------------------------------------------------------------------------------------------------------------
[ ]  b. SUBCONTRACT NUMBER                                           b. REVISED           REVISION NO.    DATE (YYYYMMDD)
                                                                        (SUPERSEDES ALL
                                                                        PREVIOUS SPECS)
-----------------------------------------------------------------------------------------------------------------------------------
[X]  c. SOLICITATION OR OTHER NUMBER    DUE DATE (YYYYMMDD)                                               DATE (YYYYMMDD)
                                                                     c. FINAL (COMPLETE ITEM 5
                                                                        IN ALL CASES)
              FA4428-04-R-0005
-----------------------------------------------------------------------------------------------------------------------------------
4. IS THIS A FOLLOW-ON CONTRACT?  [X] YES   [ ] NO. If Yes, complete the following:

   Classified material received or generated under F11626-03-D-0025 (PRECEDING CONTRACT NUMBER) is transferred to this follow-on
   contract.
-----------------------------------------------------------------------------------------------------------------------------------
5. IS THIS A FINAL DD FORM 254?   [ ] YES   [X] NO. If Yes, complete the following:

   In response to the contractor's request dated ___________, retention of the classified material is authorized for the period of
   ___________
-----------------------------------------------------------------------------------------------------------------------------------
6. CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
-----------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                        b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Polar Air cargo                                           05AE4      Defense Security Service (S11SY)
2000 Westchester Avenue                                              290 Elwood Davis Road, Suite 220
Purchase NY 10577-2543                                               Liverpool, NY 13088-6142

-----------------------------------------------------------------------------------------------------------------------------------
7.  SUBCONTRACTOR
-----------------------------------------------------------------------------------------------------------------------------------
a.  NAME, ADDRESS, AND ZIP CODE                       b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

-----------------------------------------------------------------------------------------------------------------------------------
8.  ACTUAL PERFORMANCE
-----------------------------------------------------------------------------------------------------------------------------------
a.  LOCATION                                          b. CAGE CODE   c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

-----------------------------------------------------------------------------------------------------------------------------------
9.  GENERAL IDENTIFICATION OF THIS PROCUREMENT

-----------------------------------------------------------------------------------------------------------------------------------
10.   CONTRACTOR WILL REQUIRE ACCESS TO:                YES  NO  11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:      YES  NO
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 a.  HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
a.    COMMUNICATIONS SECURITY (COMSEC) INFORMATION      [X]  [ ]     CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY         [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
b.    RESTRICTED DATA                                   [ ]  [X] b.  RECEIVE CLASSIFIED DOCUMENTS ONLY                      [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
c.    CRITICAL NUCLEAR WEAPON DESIGN INFORMATION        [ ]  [X] c.  RECEIVE AND GENERATE CLASSIFIED MATERIAL               [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
d.    FORMERLY RESTRICTED DATA                          [ ]  [X] d.  FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE        [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
e.    INTELLIGENCE INFORMATION                                   e.  PERFORM SERVICES ONLY                                  [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
      (1) Sensitive Compartmented Information (SCI)     [ ]  [X] f.  HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
                                                                     THE U.S., PUERTO RICO, U.S. POSSESSIONS AND TRUST
                                                                     TERRITORIES                                            [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
      (2) Non-SCI                                       [X]  [ ] g.  BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                                     INFORMATION CENTER (DTIC) OR OTHER SECONDARY
                                                                     DISTRIBUTION CENTER                                    [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
F.    SPECIAL ACCESS INFORMATION                        [ ]  [X] h.  REQUIRE A COMSEC ACCOUNT                               [ ]  [X]
-----------------------------------------------------------------------------------------------------------------------------------
g.    NATO INFORMATION                                  [ ]  [X] i.  HAVE TEMPEST REQUIREMENTS                              [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
h.    FOREIGN GOVERNMENT INFORMATION                    [ ]  [X] j.  HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS          [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
i.    LIMITED DISSEMINATION INFORMATION                 [ ]  [X] k.  BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE       [X]  [ ]
-----------------------------------------------------------------------------------------------------------------------------------
j.    FOR OFFICIAL USE ONLY INFORMATION                 [X]  [ ] l.  OTHER (SPECIFY)                                        [X]  [ ]
-----------------------------------------------------------------
k.    OTHER (SPECIFY)                                   [X]  [ ] Receive and Store Classified Information and COMSEC
                                                                 material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract reciuiremerits
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                        --------
                                                                          Reset
                                                                        --------

<PAGE>

<TABLE>
<S>   <C>
-----------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ] Direct
      [X] Through (SPECIFY)

      HQ, AMC/A34BC                     HQ AMC/PA
      402 Scott Driv., Unit 3A1         503 Ward Street, Suite 214
      Scott AFB IL 62225-5302     and   Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
-----------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The socurity classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any
      questions for interpretation of this guidance to the official identified below. Pending final decision, the information
      involved shall be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS
      APPROPRIATE FOR THE CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS
      REFERENCED HEREIN. ADD ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

-----------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] No
      (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE STATEMENT WHICH
      IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE. USE ITEM 13 IF
      ADDITIONAL SPACE IS NEEDED.)

-----------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office. [ ]Yes
      [X] No
      (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE ITEM 13
      IF ADDITIONAL SPACE IS NEEDED.)

-----------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
-----------------------------------------------------------------------------------------------------------------------------------
 a.  TYPED NAME OF CERTIFYING OFFICIAL   b. TITLE                          c. TELEPHONE (INCLUDE AREA CODE)

     JAMES SABELLA, MAJ                     Branch Chief, CRAF                        (618) 229-1751
                                            DOD Commercial Airlift Division
-----------------------------------------------------------------------------------------------------------------------------------
 d.  ADDRESS (INCLUDE ZIP CODE)                         17. REQUIRED DISTRIBUTION

     HQ AMC/A34BC                                       [X] a. CONTRACTOR
     402 SCOTT DR., UNIT 3A1                            [ ] b. SUBCONTRACTOR
     SCOTT AFB, IL  62225-5302                          [X] c. COGNIZANT SECURITY OFFICE FOR PRIME AND  SUB CONTRACTOR
------------------------------------------------------------
 e.  SIGNATURE                                          [ ] d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                        [X] e. ADMINISTRATIVE CONTRACTING OFFICER
     /s/ James Sabella                                  [X] f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                                     /s/ Sharon Thompson
                                                                      2 AUG 04   AMC/SFI

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                            1. CLEARANCE AND SAFEGUARDING
                                                                            --------------------------------------------------------
                         DEPARTMENT OF DEFENSE                              a. FACILITY CLEARANCE REQUIRED
              CONTRACT SECURITY CLASSIFICATION SPECIFICATION
       (THE REQUIREMENTS OF THE DOD INDUSTRIAL SECURITY MANUAL APPLY                                SECRET
                TO ALL SECURITY ASPECTS OF THIS EFFORT.)                        ----------------------------------------------------
                                                                            b. LEVEL OF SAFEGUARDING REQUIRED

                                                                                                    SECRET
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>
2. THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)      3. THIS SPECIFICATION IS: (X AND COMPLETE AS APPLICABLE)
------------------------------------------------------------------------------------------------------------------------------------
    a. PRIME CONTRACT NUMBER                                                                                      DATE (YYYYMMDD)
[X]                                                               [X]  a. ORIGINAL (COMPLETE DATE IN ALL CASES)
                       FA4428-04-D-0013                                                                           20040629
------------------------------------------------------------------------------------------------------------------------------------
[ ] b. SUBCONTRACT NUMBER                                         [ ]  b. REVISED           REVISION NO.          DATE (YYYYMMDD)
                                                                          (SUPERSEDES ALL
                                                                          PREVIOUS SPECS)
------------------------------------------------------------------------------------------------------------------------------------
    c. SOLICITATION OR OTHER NUMBER     DUE DATE (YYYYMMDD)                                                       DATE (YYYYMMDD)
[X]                                                               [ ]  c. FINAL (COMPLETE ITEM 5 IN ALL CASES)
           FA4428-04-R-0005
------------------------------------------------------------------------------------------------------------------------------------
4. IS THIS A FOLLOW-ON CONTRACT?        [X] YES  [ ] NO. If Yes, complete the following:

   Classified material received or generated under F11626-03-D-0034  (PRECEDING CONTRACT NUMBER) is transferred to this follow-on
   contract.
------------------------------------------------------------------------------------------------------------------------------------
5. IS THIS A FINAL DD FORM 254?         [ ] YES  [X] NO. If Yes, complete the following:

   In response to the contractor's request dated ________, retention of the classified material is authorized for the period of ____
------------------------------------------------------------------------------------------------------------------------------------
6. CONTRACTOR (INCLUDE COMMERCIAL AND GOVERNMENT ENTITY (CAGE) CODE)
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                        b. CAGE CODE      c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

Southern Air                                               1WL16        Defense Security Service (S11GT)
69 Glover Ave                                                           904 Poquonnock Road, Suite 302
Norwalk CT 06850                                                        Groton, CT 06340-4259

------------------------------------------------------------------------------------------------------------------------------------
7. SUBCONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
a. NAME, ADDRESS, AND ZIP CODE                        b. CAGE CODE      c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
8. ACTUAL PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
a. LOCATION                                           b. CAGE CODE      c. COGNIZANT SECURITY OFFICE (NAME, ADDRESS, AND ZIP CODE)

------------------------------------------------------------------------------------------------------------------------------------
9. GENERAL IDENTIFICATION OF THIS PROCUREMENT

------------------------------------------------------------------------------------------------------------------------------------
10. CONTRACTOR WILL REQUIRE ACCESS TO:          YES   NO  11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:           YES    NO
------------------------------------------------------------------------------------------------------------------------------------
a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION [X]  [ ]   a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER
                                                              CONTRACTOR'S FACILITY OR A GOVERNMENT ACTIVITY              [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
b. RESTRICTED DATA                              [ ]  [X]   b. RECEIVE CLASSIFIED DOCUMENTS ONLY                           [X]    [ ]
------------------------------------------------------------------------------------------------------------------------------------
c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION   [ ]  [X]   c. RECEIVE AND GENERATE CLASSIFIED MATERIAL                    [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
d. FORMERLY RESTRICTED DATA                     [ ]  [X]   d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE             [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
e. INTELLIGENCE INFORMATION                                e. PERFORM SERVICES ONLY                                       [X]    [ ]
------------------------------------------------------------------------------------------------------------------------------------
   (1) Sensitive Compartmented Information (SCI)[ ]  [X]   f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE THE U.S.,
                                                              PUERTO RICO, U.S. POSSESSIONS AND TRUST TERRITORIES         [X]    [ ]
------------------------------------------------------------------------------------------------------------------------------------
   (2) Non-SCI                                  [X]  [ ]   g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL
                                                              INFORMATION CENTER (DTIC) OR OTHER SECONDARY DISTRIBUTION
                                                              CENTER                                                      [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
f. SPECIAL ACCESS INFORMATION                   [ ]  [X]   h. REQUIRE A COMSEC ACCOUNT                                    [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
g. NATO INFORMATION                             [ ]  [X]   i. HAVE TEMPEST REQUIREMENTS                                   [ ]    [X]
------------------------------------------------------------------------------------------------------------------------------------
h. FOREIGN GOVERNMENT INFORMATION               [ ]  [X]   j. HAVE OPERATION SECURITY (OPSEC) REQUIREMENTS                [X]    [ ]
------------------------------------------------------------------------------------------------------------------------------------
i. LIMITED DISSEMINATION INFORMATION            [ ]  [X]   k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE            [X]    [ ]
------------------------------------------------------------------------------------------------------------------------------------
j. FOR OFFICIAL USE ONLY INFORMATION            [X]  [ ]   l. OTHER (SPECIFY)                                             [X]    [ ]
-----------------------------------------------------------
k. OTHER (SPECIFY)                              [X]  [ ]   Receive and Store Classified Information and COMSEC
                                                           material (such as STE phones & KOV-14 cards)
Intelligence briefings, in order to perform
Contract reciuiremerits
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254, DEC 1999               PREVIOUS EDITION IS OBSOLETE.

                                                                      ----------
                                                                         Reset
                                                                      ----------

<PAGE>

<TABLE>
<S>   <C>
------------------------------------------------------------------------------------------------------------------------------------
12.   PUBLIC RELEASE. Any information (CLASSIFIED OR UNCLASSIFIED) pertaining to this contract shall not be released for public
      dissemination except as provided by the Industrial Security Manual or unless it has been approved for public release by
      appropriate U.S. Government authority. Proposed public releases shall be submitted for approval prior to release [ ] Direct
      [X] Through (SPECIFY)

      HQ, AMC/A34BC                     HQ AMC/PA
      402 Scott Driv., Unit 3A1         503 Ward Street, Suite 214
      Scott AFB IL 62225-5302      and  Scott AFB, IL 62225-5302

      to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public
      Affairs)* for review.

      *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency.
------------------------------------------------------------------------------------------------------------------------------------
13.   SECURITY GUIDANCE. The security classifiection guidance needed for this classified effort is identified below. If any
      difficulty is encountered in applying this guidance or if any other contributing factor indicates a need for changes in this
      guidance, the contractor is authorized and encouraged to provide recommended changes; to challenge the guidance or the
      classification assigned to any information or material furnished or generated under this contract; and to submit any
      questions for interpretation of this guidance to the official identified below. Pending final decision, the information
      involved shall be handled and protected at the highest level of classification assigned or recommended. (FILL IN AS
      APPROPRIATE FOR THE CLASSIFIED EFFORT. ATTACH, OR FORWARD UNDER SEPARATE CORRESPONDENCE, ANY DOCUMENTS/GUIDES/EXTRACTS
      REFERENCED HEREIN. ADD ADDITIONAL PAGES AS NEEDED TO PROVIDE COMPLETE GUIDANCE.)

      1. CRAF REQUIREMENTS (THIS CONTRACT, SECTION C, APPENDIX 5). Written materials and conversations are classified, if they
      involve or refer to any of the specifics in the DOD war plans involving use of the CRAF. Written materials and conversations
      are considered essential elements of information (EEI), if they refer to any of the specifics of the movement of DOD cargo
      and/or passengers. When certain specifics of EEI are combined together, they can be considered classified.

      2. PEACETIME CLEARANCE REQUIREMENTS. The contractor shall comply with the requirements listed in this contract and be granted,
      at a minimum, an interim Facility Clearance of SECRET prior to award of this contract. The contractor shall possess a final
      FCL prior to receipt of COMSEC material.

      3. COMSEC MATERIALS. COMSEC materials required for CRAF carriers will be furnished by the CRAF Program Management Office.
      Secure telephone equipment (STE) and secure data facsimile machines will be issued, as Government Furnished Equipment (GFE),
      to all CRAF carrier operations centers and those carriers with CRAF enroute support responsibilities. Data
      encryption/decryption devices will be issued, when needed, to CRAF carriers, for secure air to ground communications and
      authentication purposes. Additional COMSEC materials required by CRAF cockpit crewmembers, while enroute on a CRAF mission,
      may be obtained at the Base Airfield Operations function, when transiting a Military Air Base.

      4. DURING CRAF ACTIVATION. Written materials and briefings provided to CRAF cockpit crewmembers, by the military at onload,
      enroute, or destination stations will be classified in accordance with the highest classification, not to exceed SECRET, if
      they involve or refer to intelligence briefings, buffer zone briefings, overfly briefings, secure launch procedures, safe
      passage procedures, or authenticator extracts.

      NOTE: Downgrading/declassification instructions are not provided for the above, in that the operational and intelligence
      briefings may range from unclassified through SECRET and are given verbally to CRAF cockpit crewmembers.

------------------------------------------------------------------------------------------------------------------------------------
14.   ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to ISM requirements, are established for this contract. [ ] Yes
      [X] NO
      (IF YES, IDENTIFY THE PERTINENT CONTRACTUAL CLAUSES IN THE CONTRACT DOCUMENT ITSELF, OR PROVIDE AN APPROPRIATE STATEMENT WHICH
      IDENTIFIES THE ADDITIONAL REQUIREMENTS. PROVIDE A COPY OF THE REQUIREMENTS TO THE COGNIZANT SECURITY OFFICE. USE ITEM 13 IF
      ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
15.   INSPECTIONS. Elements of this contract are outside the inspection responsibility of the cognizant security office.  [ ] Yes
      [X] NO
     (IF YES, EXPLAIN AND IDENTIFY SPECIFIC AREAS OR ELEMENTS CARVED OUT AND THE ACTIVITY RESPONSIBLE FOR INSPECTIONS. USE ITEM 13
      IF ADDITIONAL SPACE IS NEEDED.)

------------------------------------------------------------------------------------------------------------------------------------
16.   CERTIFICATION AND SIGNATURE. SECURITY REQUIREMENTS STATED HEREIN ARE COMPLETE AND ADEQUATE FOR SAFEGUARDING THE CLASSIFIED
      INFORMATION TO BE RELEASED OR GENERATED UNDER THIS CLASSIFIED EFFORT. ALL QUESTIONS SHALL BE REFERRED TO THE OFFICIAL NAMED
      BELOW.
------------------------------------------------------------------------------------------------------------------------------------
 a.   TYPED NAME OF CERTIFYING OFFICIAL   b.   TITLE                             c.   TELEPHONE (INCLUDE AREA CODE)

      JAMES SABELLA, MAJ                       Branch Chief, CRAF                            (618) 229-1751
                                               DOD Commercial Airlift Division
------------------------------------------------------------------------------------------------------------------------------------
 d.   ADDRESS (INCLUDE ZIP CODE)                17. REQUIRED DISTRIBUTION

      HQ AMC/A34BC                              [X]  a. CONTRACTOR
      402 SCOTT DR., UNIT 3A1                   [ ]  b. SUBCONTRACTOR
      SCOTT AFB, IL 62225-5302                  [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
---------------------------------------------------
 e.   SIGNATURE                                 [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
                                                [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
      /s/ James Sabella                         [X]  f. OTHERS AS NECESSARY AMC/SFI (Sharon Thompson)

                                                        /s/ Sharon Thompson
                                                        2 AUG 04    AMC/SFI
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DD FORM 254 (BACK), DEC 1999

<PAGE>

                                              SOLICITATION NO.: FA4428-04-R-0005
                                                  CONTRACT NO.: FA4428-04-D-0013

             WIDE AREA WORK FLOW - RECEIPT AND ACCEPTANCE (WAWF-RA)
             ELECTRONIC RECEIVING REPORT AND INVOICING INSTRUCTIONS

Questions concerning payment should be directed to the Defense Finance
Accounting Services (DFAS) Omaha at (800) 330-8168 or faxed to (800) 554-0527.
Please have your contract/order number and invoice number ready when calling
about payment status.

You can easily access payment information using
http://www.dfas.mil/money/vendor.

NOTE: IN ACCORDANCE WITH DFARS 232.7002, USE OF ELECTRONIC PAYMENT REQUESTS IS
MANDATORY. USE OF WAWF WILL ALLOW YOU TO MONITOR YOUR PAYMENT STATUS ONLINE.
THERE ARE NO CHARGES OR FEES TO USE WAWF.

THE FOLLOWING INFORMATION WILL BE REQUIRED TO ROUTE YOUR RECEIVING REPORTS,
INVOICES AND ADDITIONAL E-MAILS CORRECTLY THROUGH WAWF.

   General: Enter the following information to create an Invoice:

                               ---------------
   a. CONTRACT NUMBER:          FA442804D0013
                               ---------------

                               --------
   b. DELIVERY ORDER:                    Delivery Order number found in block 2
                                         of DD Form 1155
                               --------

                               --------                          -------
   c. CAGE CODE/EXT.:           1SB34    YOUR COMPANY CAGE CODE:
                               --------                          -------

                               --------
   d. PAY DODAAC:               F25700
                               --------

                               ------------------------------
   e. TYPE OF DOCUMENT          INVOICE AND RECEIVING REPORT
                               ------------------------------

                               ---------------
   f. INSPECTION/ACCEPTANCE:    DESTINATION
                               ---------------

                               --------
   g. ISSUE DATE:                        Award Date found in block 3 of DD
                                         Form 1155
                               --------

                               --------
   h. ISSUE BY DODAAC:          FA4428
                               --------

                               --------
   i. ADMIN DODAAC:             FA4428
                               --------

                               --------          -----------------------------
   j. SHIP TO CODE              FA4428     /EXT:  PICK ONE OF THE CODES BELOW
                               --------          -----------------------------

         (1) MISSIONS AND PASSENGER TAXES:
               F73OLF (OL-F, Travis AFB CA for missions terminating west of the
               Mississippi River),
               F73OLG (OL-G, McGuire AFB NJ for missions terminating east of the
               Mississippi River)

         (2) ALL OTHER REIMBURSABLES: F73YMA

   NOTE: YOU MUST ENTER NET 15 DAYS PAYMENT TERMS ON THE DISCOUNTS TAB (See
   training guide).

                                                                    ATTACHMENT 3
                                                                        1 Oct 04

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                       ATA

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 28767 / July 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030117 / October 2002

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page l of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                       ATI

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 46309 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030203 / October 2002

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 2 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                 ATLAS AIR CARGO

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 46762 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030207 / October 2002

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 3 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                 FEDERAL EXPRESS

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 46802 / September 2002
      STEA30000 46807 / September 2002
      STEA30000 46863 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030219 / October 2002
      R39MA3030041 / April 2003
      R39MA3030046 / April 2003

3.    TOTALS:

      3 STE Phones
      3 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 4 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                GEMINI AIR CARGO

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 46874 / September 2002

2.    SERIAL NUMBER /DATE FAX ISSUED:

      R39MA2030221 /October 2002

3.    TOTALS:

      1 STE Phones
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 5 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                     KALITTA

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 47114 / March 2003

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA3030003 / April 2003

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 6 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                               NORTHWEST AIRLINES

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 47019 / September 2002
      STEA30000 47020 / September 2002
      STEA30000 47021 / September 2002
      STEA30000 47023 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030259 / October 2002
      R39MA3030019 / April 2003
      R39MA3030024 / April 2003
      R39MA3030051 / April 2003

3.    TOTALS:

      4 STE Phones
      4 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 7 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                             OMNI AIR INTERNATIONAL

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 47027 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA2030261 / October 2002

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 8 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                 POLAR AIR CARGO

1.    SERIAL NUMBER/DATE STE ISSUED:

      None

2.    SERIAL NUMBER / DATE FAX ISSUED:

      None

3.    TOTALS:

      None

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 9 of 10

<PAGE>

                                               SOLICITATION NO: FA4428-04-R-0005
                                                   CONTRACT NO: FA4428-04-D-0013

                                  ATTACHMENT 4

                         GOVERNMENT FURNISHED EQUIPMENT

                                   SOUTHERN AIR

1.    SERIAL NUMBER/DATE STE ISSUED:

      STEA30000 47032 / September 2002

2.    SERIAL NUMBER / DATE FAX ISSUED:

      R39MA 2030263 / October 2002

3.    TOTALS:

      1 STE Phone
      1 Secure Facsimile

                                                                    Attachment 4
                                                                    23 July 2004

                                  Page 10 of 10