<PAGE>

                                                                    EXHIBIT 10.2

TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE
CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE
ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS
THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.

The parties listed below as Lessee and Lessor hereby agree that Lessor will
lease the Aircraft to Lessee and Lessee will take delivery of and lease the
Aircraft from Lessor subject to and in accordance with the Lease for the
duration of the Term and further agree in this AIRCRAFT LEASE AGREEMENT dated as
of May 4, 2004 the following:

Lessee:                       Kitty Hawk Aircargo, Inc.

Lessor:

Owner:

Guarantee required:           As set forth on Schedule A

Guarantor:                    As set forth on Schedule A

Aircraft:

Engines:

Common Terms Agreement:       The Aircraft Lease Common Terms Agreement dated as
                              of May 4, 2004 between Aviation Financial
                              Services, Inc. and Kitty Hawk Aircargo, Inc., as
                              in effect on the date hereof without giving effect
                              to any subsequent amendment, supplement, waiver or
                              other modification thereto, unless Lessor and
                              Lessee otherwise expressly agree and as attached
                              hereto on Schedule B

Duration of Term:             120 months commencing on the Delivery Date

Manufacturer:                 The Boeing Company

Extension Option applies:     Yes, as set forth on Schedule C

Aircraft Substitution Option  Yes, as set forth on Schedule D
applies:

                                    PAYMENTS

Rent:                         As set forth on Schedule A

Supplemental Rent Applies:    Yes

Assumed Utilization:          ***** Flight Hours per 12 month period

Assumed Ratio:                ***** Flight Hours to 1 Cycle ratio (*****:1)

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

<PAGE>

Assumed Ratio Adjustment      As set forth on Schedule A
Table:

Airframe Supplemental Rent:   As set forth on Schedule A

APU Supplemental Rent:        As set forth on Schedule A

Engine Supplemental Rent:     As set forth on Schedule A

Engine LLP Supplemental Rent: As set forth on Schedule A

Landing Gear Supplemental     As set forth on Schedule A
Rent:

Annual Supplemental Rent      As set forth on Schedule A
Adjustment:

Enhanced Lessor Maintenance   Yes, as set forth on Schedule A
Contribution applies:

Deposit:                      As set forth on Schedule A

                                    DELIVERY

Scheduled Delivery Month      June 2005
(Month Year):

Final Delivery Date:          the date that is 180 days after the last day of
                              the Scheduled Delivery Month

Delivery Location:            Denel Aviation, Johannesburg, South Africa, or
                              such other location as shall be mutually agreed by
                              Lessor and Lessee

Delivery Condition            Yes, as set forth on Schedule E
Requirements:

                                    TECHNICAL

Airframe Structural Check:    While Lessee is operating a MSG 2 maintenance
                              program for the Aircraft: a heavy maintenance
                              visit which shall include but not be limited to
                              accomplishment of a block C6 Check, structural and
                              relevant CPCP inspections, all lesser checks,
                              passenger cabin refurbishment (including
                              lavatories and galleys) and strip and repainting
                              of the complete fuselage, empennage, wings and
                              pylons. Where relevant, the workscope and
                              intervals (calendar and/or hourly) shall not be
                              less than those prescribed by the then current
                              Manufacturer's Maintenance Planning Document block
                              maintenance program.

                              While Lessee is operating a MSG 3 maintenance
                              program for the Aircraft: there will be no block
                              C6 check and the

                                      -2-
<PAGE>

                              airframe inspections shall be divided between
                              sequential C checks. The only C Check which
                              qualifies as an Airframe Structural Check for the
                              purposes of Section 7.2(a) of the Common Terms
                              Agreement under the MSG 3 maintenance program, is
                              one which zero's all CPCP and structural
                              inspections and performs a refurbishment of the
                              interior and a strip and repaint of the complete
                              fuselage, empennage, wings and pylons.

AD Sharing applies:           Yes

AD Threshold:                 As set forth on Schedule A

AD Factor:                    96 months

Power by the Hour             As set forth on Schedule F
Maintenance Program:

Engines/Rating                [For Engines which are B2 hardware configuration
                              and a thrust level of 22,000 lbs at Delivery,
                              Lessee may derate the Engines during the Term;
                              provided that on the Return Occasion, Lessee is
                              obligated to rerate the Engines to the Engine
                              Thrust Setting, in each case at Lessee's expense;

                              For Engines which are B2 hardware configuration
                              but operating at a thrust level of 20,000 lbs at
                              Delivery, Lessee may upgrade the thrust level to
                              22,000 lbs during the Term; provided that on the
                              Return Occasion, Lessee is obligated to rerate the
                              Engines to the Engine Thrust Setting, in each case
                              at Lessee's expense.]

                              OR

                              [The Engines may not be rerated by Lessee during
                              the Term, but shall remain at the same thrust
                              level as at Delivery.]

                                    INSURANCE

Agreed Value:                 As set forth on Schedule A

Minimum Liability Coverage:   As set forth on Schedule A

                                   REDELIVERY

Redelivery Location:          Kitty Hawk Maintenance Base, Fort Wayne, Indiana
                              or such other location as shall be mutually agreed
                              by Lessor and Lessee

Engine Thrust Setting:

Minimum APU Limit:

                                      -3-
<PAGE>

Minimum Component             ***** months
Calendar Life:

Minimum Component Cycles:     ***** Cycles

Minimum Component Flight      ***** Flight Hours
Hours:

Minimum Engine Cycles:        ***** Cycles

Minimum Engine LLP Cycles:    ***** Cycles

Minimum Engine Flight Hours:  ***** Flight Hours

Minimum Landing Gear          ***** months
Calendar Time:

Minimum Landing Gear Cycles:  ***** Cycles

Minimum Landing Gear          ***** Flight Hours
Flight Hours:

Redelivery Check:             Ex the next sequential "C" Check, or higher check
                              if applicable, in block format so that all
                              airframe inspections falling due within the next
                              following ***** Flight Hours of operation in
                              accordance with the Manufacturer's Maintenance
                              Planning Document have been accomplished

Required EGT Margin:

AD Compliance Period:         ***** days

Additional Return Condition   Yes, as set forth on Schedule G
Requirements:

                                       TAX

Lessor/Owner Tax              United States
Jurisdiction:

MACRS indemnity applies:      Yes, as set forth on Schedule H

Foreign Tax Indemnity         Yes, as set forth on Schedule H
applies:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      -4-
<PAGE>

ALL THE PROVISIONS OF THE SCHEDULES HERETO AND THE COMMON TERMS AGREEMENT ARE
INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS AIRCRAFT LEASE AGREEMENT
AS IF THEY WERE SET OUT IN FULL HEREIN.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, LESSEE
ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS ON AN "AS
IS, WHERE IS" BASIS AND THAT THE DISCLAIMERS, EXCULPATIONS AND LIMITATIONS OF
LIABILITY, INDEMNITIES, THE CHOICE OF NEW YORK LAW AS THE GOVERNING LAW,
LESSEE'S SUBMISSION TO PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY
RIGHT TO A TRIAL BY JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE
INCORPORATED HEREIN BY SUCH REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE
SAME WERE SET OUT IN FULL HEREIN.

No provision of this Lease, including any provision of the Schedules or the
Common Terms Agreement, may be amended, rescinded, changed, waived, discharged,
terminated or otherwise modified in any way whatsoever, except by a writing
signed by the party to be charged. Pursuant to and to comply with Section (2) of
Section 2A-208 of the UCC, if and to the extent applicable, Lessor and Lessee
acknowledge their agreement to the provisions of this Section by their
signatures below.

This Aircraft Lease Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                      -5-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Aircraft Lease
Agreement, each by its duly authorized representative(s), as of the date shown
at the beginning of this Aircraft Lease Agreement.

AFS INVESTMENTS 59 LLC                  KITTY HAWK AIRCARGO, INC.

By: AFS INVESTMENTS 59, INC.
    ITS SOLE MEMBER

By: ___________________________         By: ______________________________
    Name:                                   Name:
    Title:                                  Title:

                                      -S-

<PAGE>

                                   SCHEDULE A

                          CONFIDENTIAL COMMERCIAL TERMS

Lessor and Lessee understand and agree that the commercial and financial
information contained in this Schedule A to the Aircraft Lease Agreement is
considered by Lessor and Lessee as proprietary and confidential. Lessor and
Lessee each hereby agree, and any of their assignees, upon becoming such shall
agree that it will treat Schedule A to the Aircraft Lease Agreement as
proprietary and confidential and will not, without the prior written consent of
the other, disclose or cause to be disclosed, the terms hereof or thereof to any
Person, except to its Affiliates, agents, representatives, advisors, employees,
counsel, underwriters, auditors, investors, rating agencies, financing parties,
head lessors and sub-lessees as necessary or appropriate for the leasing
transaction which is the subject thereof and to any airframe or engine
manufacturer to the extent necessary or appropriate in connection with any
manufacturer financing support, or except (a) as may be required by applicable
Law or pursuant to an order, or a valid and binding request, issued by any court
or other Government Entity having jurisdiction over Lessor, Lessee or the
assignee of either of them, as the case may be, or (b) as necessary to enable
Lessor or its assignee to make transfers, assignments or other dispositions to
potential transferees, assignees or participants of its interest in and to the
Lease; provided that any recipient referenced in this clause (b) agrees in
writing to be bound by the confidentiality provisions set forth herein.

In connection with any such disclosure or any filing of the information
contained therein pursuant to any such applicable Law, Lessor, Lessee or the
assignee of either of them, as the case may be, shall request and use its best
reasonable efforts to obtain confidential treatment of Schedule A to the
Aircraft Lease Agreement and the other party will cooperate in making and
supporting any such request for confidential treatment.

                                       A-1
<PAGE>

Guarantee required:       Yes

Guarantor:                Kitty Hawk, Inc. and Kitty Hawk Cargo, Inc., joint and
                          several

Deposit:                  Lessee shall pay a Deposit in cash in the amount of
                          two months Rent payable at the following times and in
                          the following amounts:

                          (a)   $*****, receipt of which is acknowledged; and

                          (b)   the balance no later than two Business Days
                                prior to the Delivery Date.

                          Lessee shall have the option to replace all or a part
                          of the Deposit with a Letter of Credit at any time, in
                          which case Lessee will provide Lessor with an
                          irrevocable Letter of Credit complying with Section
                          5.14 of the Common Terms Agreement. Promptly after
                          acceptance by Lessor of such Letter of Credit, Lessor
                          shall refund the amount of the Deposit equal to the
                          value of that Letter of Credit.

Rent:                     The Rent payable in respect of each Rental Period
                          during the Term will be calculated as follows:

                          (A + ([T-X] x N)) where:

                          A     is $*****;

                          X     is *****;

                          T     means the interest rate (expressed as a number
                                rather than a percentage) in respect of a 7 year
                                U.S. dollar fixed interest rate swap as quoted
                                on Bloomberg Page IRSB (on the ask side of the
                                page) and obtained by Lessor on the Quotation
                                Date; provided that if no rate is quoted on such
                                Bloomberg page for the relevant swap then such
                                rate shall be obtained by linear interpolation
                                of the rates (to two decimal places) of the two
                                swap rates having a maturity closest (one
                                longer, one shorter) to 7 years on that
                                Bloomberg screen; and

                          N     is $*****.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       A-2
<PAGE>

                          Quotation Date means the date after execution of the
                          Lease and prior to the Delivery Date selected by
                          Lessee on not less than five (5) Business Days notice.
                          If the Quotation Date is more than two (2) Business
                          Days prior to the Delivery Date, a market premium for
                          forward fixing future cash flow obligations will be
                          added to T for purposes of the Rent calculation in
                          respect of the period between the Quotation Date and
                          the Delivery Date as quoted on Bloomberg Page BCSW.

Annual Supplemental Rent  *****%
Adjustment:

Assumed Ratio Adjustment
Table:

                          Hour Cycle Ratio  *****  *****  *****  *****  *****

                          Engine
                          Supplemental Rent *****  *****  *****  *****  *****

                          Engine LLP
                         Supplemental Rent  *****  *****  *****  *****  *****

Airframe Supplemental     $***** a day while the Aircraft is being maintained in
Rent:                     accordance with a MSG 2 maintenance program; and if
                          and when the Aircraft is being maintained in
                          accordance with a MSG 3 maintenance program, an amount
                          to be agreed by Lessor and Lessee based on market
                          rates for such airframe maintenance.

APU Supplemental Rent:    None

Engine Supplemental Rent: $***** for each Engine Flight Hour

Engine LLP Supplemental   $***** for each Engine Flight Hour
Rent:

Landing Gear Supplemental $***** per month
Rent:

AD Threshold:             $*****

Agreed Value:             $*****, which amount shall be reduced annually
                          commencing on the first anniversary of the Delivery
                          Date, by an amount equal to $*****.

Minimum Liability         $500,000,000
Coverage:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       A-3
<PAGE>

Enhanced Lessor           As set forth in Exhibit 1 to Schedule A.
Maintenance Contribution:

No Increase on Transfer:  Section 14.3(d) of the CTA shall be amended in its
                          entirety as follows:

                          "As a condition to such Transfer, the Transfer shall
                          not increase Lessee's indemnity or other payment
                          obligations under the Lease or cause Lessee to incur
                          any obligations, costs or expenses in excess of those
                          for which it would have been responsible in the
                          absence of such Transfer."

Scribe Marks:             The cost for the rectification of scribe marks,
                          referenced in Paragraph 6 of Schedule E shall be
                          handled in accordance with the AD Sharing provisions
                          of Section 8.10(b) of the CTA, however, in no event
                          will Lessor's contribution be less than 50% of the
                          cost for such rectification above the AD Threshold.

CSET Inspection:          Lessee shall provide one or more CSET qualified
                          consultants on site at the Delivery Location during
                          the conversion of the Aircraft and preparation of the
                          Aircraft Documents and Records. Lessor will reimburse
                          Lessee an amount up to $***** for the cost of such
                          consultant(s), with any amount in excess of $***** for
                          the Lessee's account.

                          After Delivery, Lessor shall assist Lessee, including
                          the provision of technical resources at Lessee's base
                          during the CSET Inspection by the FAA CSET Team prior
                          to the inclusion of the Aircraft onto Lessee's
                          Aircraft Operating Certificate. The cost of rectifying
                          any discrepancies noted by the CSET Team during the
                          CSET Inspection which relate to the condition of the
                          Aircraft at Delivery shall be borne by Lessor and
                          Lessee as follows:

                          (1)   Lessor shall pay such costs up to the first
                                $*****;

                          (2)   Lessee shall pay such costs between $***** and
                                $*****; and

                          (3)   Lessor and Lessee shall share the costs over
                                $***** evenly.

                          For the avoidance of doubt, the cost of rectifying any
                          discrepancy noted by the CSET Team during the CSET
                          Inspection which relate to any thing that occurred
                          after the Delivery shall be solely for Lessee's
                          account.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       A-4
<PAGE>

                             EXHIBIT 1 TO SCHEDULE A

                    ENHANCED LESSOR MAINTENANCE CONTRIBUTION

In respect of the first maintenance event after Delivery only in respect of each
of the Airframe, Engines, Engine LLPs and Landing Gear, if:

         (a)      Lessor is obliged to make payment under the provisions of
                  Section 7.2 of the Common Terms Agreement but the Supplemental
                  Rent paid by Lessee is insufficient to cover the amount of the
                  relevant invoice,

         (b)      such shortfall would otherwise qualify for contribution under
                  Section 7.2 of the Common Terms Agreement, and

         (c)      Lessor has agreed in writing to the planned scope of the
                  relevant first maintenance event (such agreement not be
                  unreasonably withheld),

Lessor shall make an additional contribution equal to the lesser of:

         (i)      the agreed shortfall between Lessor's contribution and the
                  amount of the relevant invoice, or

         (ii)     an amount equal to the number of Flight Hours or Cycles at
                  Delivery, as appropriate, since the last such maintenance
                  event prior to Delivery multiplied by the Supplemental Rent
                  amount for such item;

References to Flight Hours and/or Cycles at Delivery are those set forth in the
Certificate of Acceptance.

INTENTIONALLY OMITTED FROM THE VERSION OF THIS DOCUMENT FILED WITH THE FAA AS
CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       A-5
<PAGE>

                                   SCHEDULE B

                             COMMON TERMS AGREEMENT

                                      B-1
<PAGE>

                                   SCHEDULE C

                                Extension Option

1.       EXTENSION OPTION

(a)      Lessor hereby grants Lessee the right to extend the Term for thirty
         (30) months from the Scheduled Expiry Date in accordance with the terms
         and conditions set forth in this Schedule C (the "First Extension
         Option"). Provided that Lessee exercises the First Extension Option in
         accordance herewith, Lessee shall have the right to further extend the
         Term an additional thirty (30) months from the then applicable
         Scheduled Expiry Date in accordance with the terms and conditions set
         forth in this Schedule C (the "Second Extension Option").

(b)      In order to exercise any Extension Option, the following conditions
         must be satisfied:

         (i)      Not later than twelve (12) months prior to the then applicable
                  Scheduled Expiry Date, Lessor shall have received a written
                  notice from Lessee stating that it is exercising the Extension
                  Option, which notice once given shall be irrevocable;

         (ii)     Promptly after such notice, Lessee shall deliver to Lessor a
                  Lease Supplement, board resolutions, legal opinions and other
                  documents related to such extension, as Lessor may reasonably
                  request; and

         (iii)    no Default shall have occurred and be continuing on the date
                  that Lessor receives notice of Lessee's exercise of the
                  Extension Option or on the then applicable Scheduled Expiry
                  Date (as determined without giving effect to Lessee's exercise
                  of the Extension Option).

(c)      If the Term is so extended, the then applicable Scheduled Expiry Date
         shall be the Extended Expiry Date, the Rent for the period of such
         extension shall be as agreed by Lessor and Lessee at the time the
         Extension Option is exercised (but will in no event be greater than the
         Rent provided for in the Lease as of the date hereof) and all other
         provisions of the Lease shall remain in full force and effect.

EXTENDED EXPIRY DATE means (i) with respect to the First Extension Option, the
date that corresponds to the Scheduled Expiry Date in the 30th month after the
Scheduled Expiry Date; (ii) with respect to the Second Extension Option, the
date that corresponds to the Scheduled Expiry Date in the 60th month after the
Scheduled Expiry Date.

2.       *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      C-1

<PAGE>

                                   SCHEDULE D

                          Aircraft Substitution Option

Lessor grants Lessee a one-time option to replace the Aircraft with a 737-400SF
aircraft ("Substitute Aircraft") on or about the sixth (6th) anniversary (timing
to coincide with a scheduled C Check) of the Delivery Date (the "Effective
Date"). Lessee may exercise this option by providing Lessor written notice no
later than the fourth (4th) anniversary of the Delivery Date. The notice once
given shall be irrevocable ("Lessee Option Notice").

Lessee may not exercise this option if an Event of Default has occurred and is
continuing either on the day a Lessee Option Notice is given and/or on the
Effective Date. Lessor's obligation to replace the Aircraft in accordance with
this Schedule D is subject to (x) Lessor having a Substitute Aircraft available
to lease to Lessee on the Effective Date, (y) Lessor and Lessee agreeing the
terms for the lease of the Substitute Aircraft, and (z) Lessor and Lessee
agreeing to the return conditions for the Aircraft.

Following receipt by Lessor of a Lessee Option Notice, Lessor shall promptly
advise Lessee if Lessor has a Substitute Aircraft available to lease to Lessee
for delivery on the Effective Date. If Lessor notifies Lessee that it has a
Substitute Aircraft available to lease to Lessee for delivery on the Effective
Date, Lessor and Lessee shall negotiate in good faith the terms and conditions
relating to the leasing of the Substitute Aircraft and, simultaneously with the
execution of an Aircraft Lease Agreement in respect of the Substitute Aircraft,
Lessor and Lessee shall enter into a termination agreement in respect of the
leasing of the Aircraft under this Lease.

If Lessor does not have a Substitute Aircraft available to lease to Lessee for
delivery on the Effective Date, or if Lessor and Lessee are unable to agree on
the terms and conditions relating to the leasing of the Substitute Aircraft no
later than 18 months prior to the Effective Date, the Aircraft Substitution
Option shall lapse and the leasing of the Aircraft shall continue under the
Lease as if no such Lessee Option Notice had been given by Lessee.

                                      D-1

<PAGE>

                                   SCHEDULE E

                         Delivery Condition Requirements

The Delivery Condition described below is solely a description of such condition
precedent and shall not be construed as a representation, warranty or agreement
of any kind whatsoever, express or implied, by Lessor with respect to the
Aircraft or its condition, all of which have been disclaimed by Lessor and
waived by Lessee as set forth in the Lease, including in the Common Terms
Agreement.

For purposes of Schedule 4, Part 2 of the CTA:

Minimum APU Limit:

Minimum Component Calendar Life:      ***** months

Minimum Component Cycles:             ***** Cycles

Minimum Component Flight Hours:       ***** Flight Hours

Minimum Engine Cycles:                ***** Cycles

Minimum Engine LLP Cycles:            ***** Cycles

Minimum Engine Flight Hours:          ***** Flight Hours

Minimum Landing Gear Calendar Time:   ***** months

Minimum Landing Gear Cycles:          ***** Cycles

Minimum Landing Gear Flight Hours:    ***** Flight Hours

Required EGT Margin:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       E-1
<PAGE>

In addition to and supplementing Lessor's obligations set forth Schedule 4, Part
2 of the CTA, Lessee shall Deliver the Aircraft to Lessee on the Delivery Date
meeting the following requirements which, to the extent that they conflict with
the terms of Schedule 4, Part 2 of the CTA, shall control:

1.       The maintenance workscope referenced in Section 2.2(b)(v) of Schedule
         4, Part 2 shall be:

         Airframe:         Ex the next sequential `C' Check in accordance with
                           the previous lessee's approved maintenance program
                           such that, with the exception of ferry and
                           demonstration flight hours all inspections due within
                           the next ***** hours and ***** months shall be
                           completed and all MPD requirements are satisfied,
                           including, so long as Lessee provides the bridging
                           program and any task cards not already available in
                           the existing program to Lessor no later than *****
                           months prior to the Scheduled Delivery Month (the
                           "Task Date"), the tasks required to bridge the
                           Aircraft onto the Boeing MSG 3 maintenance planning
                           document. Lessor will provide the prior lessee's
                           aircraft maintenance program information, sufficient
                           to determine the MSG 3 bridging program requirements,
                           as soon as practicable but no later than 75 days
                           prior to the Task Date.

         Configuration:    Full cargo configuration in accordance with IAW IAI
                           FAA Approved STC, including option for solid 9g
                           barrier.

         Conversion:       The Aircraft will be registered with the FAA during
                           the cargo conversion, at the completion of which the
                           Aircraft will have a Standard Certificate of
                           Airworthiness issued by an FAA DAR contracted by
                           Lessor.

         Other:            The Aircraft will be delivered with a MTOW of 139,000
                           lbs, MZFW of 109,600 lbs, and a MLW of 116,000 lbs.

                           The Aircraft will be RVSM compliant.

                           The Aircraft will be equipped with EGPWS.

                           The fuel quantity indication system shall be
                           represented in pounds.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       E-2
<PAGE>

                           The second observer seat in the cockpit shall be
                           installed (if not already).

                           The Aircraft shall have transponders, flight
                           management computers, EFIS display option, VHF COM
                           and associated control heads replaced to standardize
                           to the easyJet fleet standard.

                           [The Aircraft shall be modified to include a standard
                           air speed - Mach indicator on the main instrument
                           panel, left of the electronic attitude direction
                           indicator.]

2.       Section 2.2(b)(vi) of Schedule 4, Part 2 of the CTA shall be amended in
         respect of the Aircraft by adding the following after the words "or
         within the AD Compliance Period" in the third line and immediately
         preceding the semi-colon: "or between 90 and 180 days after the
         Delivery Date if the cost of compliance with such Airworthiness
         Directive exceeds $*****"

3.       The livery referenced in Section 2.2(b)(viii) of Schedule 4, Part 2 of
         the CTA shall be Lessee's livery.

4.       The Aircraft shall have EFIS.

5.       CSET Inspection:

         Lessor shall prepare the Aircraft and the Aircraft Documents and
         Records for Delivery in accordance with the CSET 121 conformity
         checklist and demonstrate compliance with each applicable requirement
         to Lessee by reference to equipment installed, aircraft technical
         specifications from the Manufacturer, technical and maintenance records
         and embodied modifications.

6.       Scribe Marks:

         Notwithstanding anything in Section 2.2(b)(xii) of Schedule 4, Part 2
         of the CTA to the contrary, if there are fuselage skin scribe marks at
         Delivery that are permitted in accordance with an Airworthiness
         Directive expected to be issued in late 2004 or if such expected
         Airworthiness Directive has not yet been issued, then such clause shall
         not apply in respect of such scribe marks. Lessee shall rectify such
         scribe marks post-Delivery as and when required by such Airworthiness
         Directive and the cost for such work shall be paid as set forth in
         Schedule A.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                      E-3

<PAGE>

                                   SCHEDULE F

                        POWER BY HOUR MAINTENANCE PROGRAM

It is acknowledged that Lessee may wish (either at Delivery or subsequently) to
enroll the Airframe, Engines, Landing Gear and/or APU into a "power-by-the-hour"
maintenance agreement with a third party maintenance provider (the "PBH
Agreement"). If such PBH Agreement is a Qualifying PBH Agreement (as defined
below), so long as such Qualifying PBH Agreement is in force and effect, Lessee
will be relieved of the obligation to make Supplemental Rent payments to Lessor
in respect of the equipment subject to the PBH Agreement only, except in the
case of Engine LLP Supplemental Rent, which will still be paid to Lessor under
the Lease.

To be a "Qualifying PBH Agreement", the PBH Agreement (a) must be on terms and
in form and substance agreed by Lessor (such approval not to be unreasonably
withheld), and (b) Lessee shall cause, pursuant to an agreement in form and
substance reasonably satisfactory to Lessor, (i) the PBH Agreement(s) to be
assigned to Lessor, which assignment shall be perfected in a manner reasonably
acceptable to Lessor, and which assignment shall be enforceable upon an Event of
Default; and (ii) the maintenance performer to (w) consent to the foregoing
assignment, (x) agree to enter into a PBH Agreement directly with Lessor for the
performance of the subject maintenance on substantially the same terms and
conditions as such PBH Agreement if Lessor notifies such maintenance performer
that it so elects and an Event of Default has occurred and is continuing, with
Lessor receiving credit for amounts theretofore paid by Lessee thereunder, (y)
provide Lessor with the option to remove the Airframe, Engines, Landing Gear
and/or APU from the PBH arrangement at the end of the Term and Lessor would be
paid by Lessee and the maintenance performer an amount equal to the number of
hours since the last qualifying event for such item times the rate for such item
set forth in the Lease and (z) enter into such other agreements as Lessor may
reasonably request.

Failure by Lessee to adhere to the terms of the Qualifying PBH Agreement shall
be an Event of Default under the Lease unless Lessee resumes paying Supplemental
Rent under the Lease and pays Lessor the amount necessary to bring the level of
each Supplemental Rent category to the level it would have been under the Lease
from the last relevant qualifying event for each component of Supplemental Rent
if the Qualifying PBH Agreement had never been entered into. If no Qualifying
PBH Agreement is entered into or if such Qualifying PBH Agreement does not cover
the Airframe or the Engines or the Landing Gear or the APU, then Lessee will not
be relieved of the obligation to make Supplemental Rent payments in respect of
such item. If such Qualifying PBH Agreement is terminated for any reason prior
to the end of the Term, Lessee will again pay Supplemental Rent for the relevant
items under the Lease and pay Lessor the amount necessary to bring the level of
each Supplemental Rent category to the level it would have been under the Lease
from the last relevant qualifying event for each component of Supplemental Rent
if the Qualifying PBH Agreement had never been entered into.

                                      F-1
<PAGE>

Upon the execution and/or termination of such Qualifying PBH Agreement, the
Lease shall be amended as appropriate.

                                      F-2

<PAGE>

                                   SCHEDULE G

                          Additional Return Conditions

In addition to and supplementing Lessee's obligations set forth in Section 12
and Schedule 6 of the CTA, Lessee shall redeliver the Aircraft to Lessor on the
Return Occasion meeting the following requirements which, to the extent that
they conflict with the terms of Section 12 or Schedule 6 of the CTA, shall
control:

1. In the event the next lessee is not on the same maintenance program as the
Lessee (expected to be MSG 3), or no next lessee has been identified, the
airframe will be fresh from the next sequential block C check in accordance with
the Manufacturer's Maintenance Planning Document including all maintenance tasks
and inspections falling due within the next C check interval per the
Manufacturer's Maintenance Planning Document. If the next lessee is on the same
maintenance program as Lessee, Lessee shall be required to perform the next
sequential C check in accordance with the Manufacturer's Maintenance Planning
Document.

2. Section 1.2(f) of Schedule 6 of the CTA shall be amended in respect of the
Aircraft by adding the following after the words "or within the AD Compliance
Period" in the third line and immediately preceding the semi-colon:

"or between 90 and 180 days after the Return Occasion if the cost of compliance
with such Airworthiness Directive exceeds $*****".

3. Section 1.2(h) of Schedule 6 of the CTA shall be amended in respect of the
Aircraft by inserting the following proviso at the end thereof: "; provided that
if such livery is in excess of three (3) colors, the cost of the paint in excess
of three (3) colors will be borne by Lessor."

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH "*****".

                                       G-1
<PAGE>

                                   SCHEDULE H

                                      *****

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. TWO (2) PAGES OF SCHEDULE H HAVE BEEN OMITTED
PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST. CONFIDENTIAL PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "*****".

                                      H-1