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                                                                    EXHIBIT 10.2

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AGREEMENT FOR



SALE AND PURCHASE



OF AIA 727 FLEET




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1.0      DATE AND PARTIES


         1.1        Date.  THIS AGREEMENT IS EFFECTIVE JULY 31, 1997.

         1.2        Parties.  THE PARTIES TO THIS AGREEMENT ARE:

               A.   American International  Airways, Inc. ("AIA"), attention:
                    Conrad Kalitta, 2701 N. I-94 Service Drive, Ypsilanti, MI
                    48197, fax:  313-484-3686.

               B.   Kalitta Flying Services, Inc. ("KFS"), attention:
                    Don Schilling, Willow Run Airport, P.O. Box 842, Ypsilanti,
                    MI  48197, fax:  313-484-3686.

               C.   Conrad Kalitta ("Kalitta"), 2701 N. I-94 Service Drive,
                    Ypsilanti, MI  48197, fax:  313-484-3686.

               D.   Kitty Hawk Aircargo, Inc., ("Aircargo"), attention:
                    Richard R. Wadsworth, Jr., P.O. Box 612787, 1515 West 20th,
                    DFW Airport, TX  75261, fax:  972-456-2290.

               E.   Kitty Hawk, Inc. ("Kitty Hawk"), attention: M. Tom
                    Christopher, P.O. Box 612787, 1515 West 20th, DFW Airport,
                    TX  75261, fax:  972-456-2292.

2.0  RECITATIONS

     2.1 LETTER OF INTENT. AIA, KFS and Kalitta have entered into a preliminary
and non-binding letter of intent (the "letter of intent") with Kitty Hawk
concerning the principal terms of a possible business combination or merger of
AIA, KFS and other corporate entities owned by Kalitta that engage in the
operation, maintenance and servicing of aircraft (collectively, the "Kalitta
companies") with Kitty Hawk or one or more of its subsidiaries, and that
provides the basis for further evaluation and negotiation toward a possible
definitive, binding merger agreement (a "definitive agreement").

     2.2 PRE-CLOSING ACCOMMODATION. Under P. 3.14 of the letter of intent,
which is a non-binding provision, the parties to the letter of intent
contemplate that closing under a definitive agreement would occur as soon as
practicable, with a target closing date of not later than early October 1997;
and further contemplate that under a definitive agreement Kitty Hawk would
offer pre-closing advance purchase of appropriate operating segments of the
Kalitta companies for cash or cash equivalents of up to $50 million, to provide
working capital and assistance with servicing existing debt of the Kalitta
companies before closing under a definitive agreement, on the conditions that
any such pre-closing accommodation would not diminish the ultimate combined
results to Kalitta, and that Kalitta or the Kalitta companies would be entitled
to repurchase such operating segment under appropriate conditions if closing of
the entire transaction does not occur for any reason other than a breach by a
Kalitta company or Kalitta.

     2.3 SALE AND PURCHASE OF AIA BOEING 727 FLEET. The operating segment of
the Kalitta companies that the parties to the letter of intent have selected
for advance purchase before closing under a definitive agreement is AIA's
entire operating Boeing 727 fleet as described in Exhibit A (the "AIA 727
fleet"). This agreement is a binding agreement intended to provide the
contractual basis for the advance purchase referred to in P. 3.14 of the letter
of intent. Under this agreement, and subject to its terms and conditions, AIA
agrees to sell the AIA 727 fleet to Aircargo, a wholly-owned subsidiary of
Kitty Hawk, and Aircargo agrees to purchase the AIA 727 fleet from AIA.

3.0  REPRESENTATIONS AND WARRANTIES

     3.1 AIA AND KFS. AIA and KFS jointly and severally represent and warrant
to Aircargo and Kitty Hawk that:

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          A.   Exhibit A to this agreement is a correct listing of all of the
               Boeing 727 airframes, engines and appliances that comprise the
               aircraft of the AIA 727 fleet, with U.S. airframe registration
               numbers; manufacturer's model and serial numbers, cycles and
               hours to date, and cycles and hours to next major maintenance of
               airframes, engines, landing gear, and auxiliary power units
               under AIA's maintenance program (the "AIA maintenance program")
               approved by the U.S. Federal Aviation Administration (the
               "FAA"); scheduled values of each aircraft for purposes of P.
               4.11(A)(1) and P. 4.18; hushkit status for each aircraft; and
               other descriptive data.

          B.   The AIA 727 fleet, and the aircraft and engine records of the
               AIA 727 fleet, have in all material respects been maintained and
               kept in compliance with the AIA maintenance program,
               manufacturer's recommendations, and FAA requirements.

          C.   In the opinion of AIA, the purchase price under this agreement
               is the reasonably equivalent value at the date of this agreement
               of the AIA 727 fleet and rights under the customer contracts
               attributable to periods after closing; and the fair value of
               AIA's assets exceeds the sum of its liabilities.

          D.   Exhibit B to this agreement is a correct listing of all leases
               and operating agreements under which AIA uses or is obligated to
               use any part of the AIA 727 fleet to provide air transport
               services to customers (collectively, "customer contracts").
               There are no material claims against AIA and no material uncured
               defaults under any of the customer contracts. Each of the
               customer contracts is enforceable in accordance with its terms.

          E.   Exhibit C to this agreement is a correct listing of all
               operating schedules, and internal ACMI rates and other
               aircraft-use charges, for current or planned aircraft operations
               by AIA (collectively, the "ACMI support operations") in using
               any part of the AIA 727 fleet to serve AIA's AIF, AIC and other
               freight operations.

          F.   AIA and KFS are Michigan corporations. Each is duly formed and
               in good standing. The execution, delivery and performance of
               this agreement by each of them have been duly authorized, and
               each of them has full power and authority to execute, deliver
               and comply with the terms of this agreement.

          G.   AIA has operated the AIA 727 fleet complying in all material
               respects with the requirements of the FAA and the U.S.
               Department of Transportation (the "DOT"); is not currently under
               investigation by the FAA or any other governmental agency with
               respect to any potential or asserted failure to comply in any
               respect with FAA or any other governmental requirements; and has
               filed all required federal and state income and excise tax
               returns and paid all taxes that are due.

          H.   No part of the AIA 727 fleet is subject to any lien or charge
               for unpaid taxes or other governmental charges, or to any
               materialmens' or artisan's lien.

          I.   Neither AIA nor KFS knows of any circumstance or claim that
               might prevent or delay AIA's performing its obligations under
               this agreement, except satisfaction of the conditions of closing
               under P. 4.6(A).

          J.   Conrad Kalitta is president of AIA and is duly authorized to
               execute and deliver this agreement and all closing documents
               under it on behalf of AIA. Don Schilling is president of KFS and
               is duly authorized to execute and deliver this agreement and all
               closing documents under it on behalf of KFS.

          K.   This agreement constitutes the legal, valid and binding
               obligation of AIA, KFS and Kalitta, enforceable against each of
               them in accordance with its terms. This agreement does not
               breach any obligation of AIA, KFS or Kalitta under any contract
               to which any of them is a party. No consent of any person or
               entity is required to enable AIA's performance of its closing
               obligations under this agreement except those that are
               conditions of AIA's closing obligations under P. 4.6(A).

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     3.2  KALITTA.  Kalitta represents and warrants to Aircargo and Kitty Hawk
that he has no knowledge of any untruth of any representation or warranty by
AIA or KFS in P. 3.1.

     3.3  AIRCARGO AND KITTY HAWK.  Aircargo and Kitty Hawk jointly and
severally represent and warrant to AIA, KFS and Kalitta that:

          A.   Aircargo is a Texas corporation and Kitty Hawk is a Delaware
               corporation. Each is duly formed and in good standing. The
               execution, delivery and performance of this agreement by each of
               them have been duly authorized, and each of them has full power
               and authority to execute, deliver and comply with the terms of
               this agreement.

          B.   Christopher is chairman of the board of directors and chief
               executive officer of Aircargo and Kitty Hawk, and is duly
               authorized to execute and deliver this agreement and all closing
               documents under it on behalf of Aircargo and Kitty Hawk.

          C.   Neither Aircargo nor Kitty Hawk knows of any circumstance or
               claim that might prevent or delay Aircargo's performing its
               closing obligations under this agreement except satisfaction of
               the conditions of closing under P. 4.6(B).

          D.   This agreement constitutes the legal, valid and binding
               obligation of Aircargo and Kitty Hawk, enforceable against each
               of them in accordance with its terms. This agreement does not
               breach any obligation of Aircargo or Kitty Hawk under any
               contract to which either of them is a party. No consent of any
               person or entity is required to enable Aircargo's performance of
               its closing obligations under this agreement except those that
               are conditions of Aircargo's closing obligations under P.
               4.6(B).

     4.0  PURCHASE PRICE, PAYMENT, CLOSING AND RELATED COVENANTS AND CONDITIONS

     4.1 PURCHASE AND SALE. Subject to and under the terms and conditions of
this agreement AIA will sell and convey to Aircargo, and Aircargo will purchase
from AIA, the AIA 727 fleet as described in Exhibit A, and AIA will assign to
Aircargo its rights under the customer contracts identified in Exhibit B that
are attributable to periods following closing.

     4.2  PURCHASE PRICE.  The purchase price for the AIA 727 fleet and for the
assignment of the customer contracts is $51,000,000.


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     4.3  INSPECTIONS AND REVIEWS.

          A.   AIA will extend to Aircargo the continuing opportunity after
               execution of and before closing under this agreement to inspect
               each airframe and engine of the AIA 727 fleet and their
               respective ownership and maintenance records, and to perform
               conformity checks on installation of cargo doors on each
               airframe of the AIA 727 fleet; except that (i) no borescope test
               may be performed on any engine, (ii) no intrusive inspection may
               be performed beyond removal of inspection plates except for
               conformity checks on cargo-door installations, which may involve
               intrusive inspection with prompt return to pre-inspection
               condition at Aircargo's expense, and (iii) no inspection may be
               scheduled or performed under conditions that prevent use of the
               aircraft that is being inspected in its regular scheduled or
               charter operations.

          B.   AIA will promptly deliver to Aircargo true and complete copies
               of all of the customer contracts identified in Exhibit B, and
               will extend to Aircargo the opportunity to review and inspect
               AIA's related accounting records and correspondence files
               demonstrating the course of performance under the customer
               contracts.

     4.4  OTHER ACTIONS BEFORE CLOSING.  Until the earlier of closing or
termination of these obligations under P.4.6(C):

          A.   AIA will exert its best efforts at AIA's expense to obtain from
               Deloitte & Touche, L.L.P. ("D&T") and deliver to Aircargo at or
               before closing such audited and unaudited statements, if any, of
               AIA's revenues and direct expenses attributable to the AIA 727
               fleet as Kitty Hawk may be required to file under regulations of
               the U.S. Securities and Exchange Commission (the "SEC") to
               report acquisition of the AIA 727 fleet and to permit Kitty Hawk
               to have declared effective by the SEC any subsequent
               registration statement filed under the Securities Act of 1933,
               and (iv) D&T's written undertaking to Kitty Hawk to grant future
               consents to Kitty Hawk's use of the D&T opinions accompanying
               such audited statements in reporting the acquisition and in any
               subsequent registration statements unless D&T after delivering
               the undertaking discovers circumstances that under SEC rules or
               AICPA standards prevent its granting such consents.

          B.   AIA may not, without Aircargo's prior written consent, dispose
               of any airframe or engine that is a part of the AIA 727 fleet,
               or make any material change in any customer contract.

          C.   No party may take any intentional action that would cause any of
               its representations or warranties in section 3.0 to become
               untrue; and each party will exert its reasonable efforts to
               prevent any of its representations or warranties in section 3.0
               from becoming untrue.

          D.   Each party must promptly notify the others of any event or
               notice before closing that the notifying party believes in good
               faith to have a potential material adverse effect on the value,
               condition or serviceability of any material part of the AIA 727
               fleet, or to that party's ability to perform any of its
               obligations under this agreement; or that renders untrue any
               representation or warranty by that party under this agreement.

          E.   All parties will comply with their reporting and other
               obligations under HSR, and will diligently pursue obtaining all
               required consents by the DOJ and FTC to close under this
               agreement. AIA and Kitty Hawk will contribute equally to fund
               all required HSR filing fees required before closing.


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     4.5  PRE-CLOSING USE, OPERATION AND MAINTENANCE OF THE AIA 727 FLEET.

          A.   AIA promises to use, operate, maintain and preserve the AIA 727
               fleet in a condition at least as good as its present condition
               and in compliance with the AIA maintenance program and FAA
               requirements until closing under this agreement. AIA must not
               without Aircargo's prior written consent:

               1.   operate or permit operation of any of the AIA 727 fleet
                    except by AIA in the ordinary course of business and in
                    accordance with current use;

               2.   remove or exchange any avionics, appliances or other
                    component parts of the AIA 727 fleet except to substitute
                    equivalent items as a result of regular maintenance before
                    closing; or

               3.   perform any major modification, maintenance or repair of
                    any part of the AIA 727 fleet except as required under the
                    AIA maintenance program and FAA requirements or to repair
                    casualty damage, all of which maintenance and repair, if
                    any, will be at AIA's expense.

          B.   Aircargo will have no rights before closing under this agreement
               to operate, use, control or exercise dominion over any part of
               the AIA 727 fleet, except as it may receive express written
               authority and designation to act as AIA's agent.

     4.6  CLOSING CONDITIONS.

          A.   AIA's closing obligations under this agreement are conditioned
               on:

               1.   AIA having obtained the consent of holders to release all
                    security interests in the AIA 727 fleet, which AIA promises
                    to exert its reasonable efforts to obtain; and

               2.   AIA having obtained the consent of certain lenders whose
                    financing agreements prohibit AIA's sale of aircraft other
                    than in the ordinary course of business, which AIA promises
                    to exert its reasonable efforts to obtain;

               3.   AIA having obtained the consent of customers to the
                    assignment of the customer contracts to the extent
                    required, which AIA promises to exert its reasonable
                    efforts to obtain;

               4.   the representations and warranties by Aircargo and Kitty
                    Hawk under P. 3.3 being true at and as of closing; and

               5.   closing being permissible under HSR.

          B.   Aircargo's closing obligations under this agreement are
               conditioned on:

               1.   Aircargo having obtained financing for the cash portion of
                    the purchase price on terms and conditions reasonably
                    acceptable to Aircargo, which Aircargo promises to exert
                    its good-faith efforts without material cost or
                    disadvantage to obtain;

               2.   Aircargo having obtained the consent of a lender whose
                    financing agreement prohibits Aircargo's incurring material
                    debt without the lender's consent, which Aircargo promises
                    to exert its good-faith efforts without material cost or
                    disadvantage to obtain;

               3.   Aircargo having obtained the commitment of Federal Aviation
                    Title and Guaranty Company of Oklahoma City, Oklahoma
                    ("FATC"), to issue an owner's title policy insuring
                    Aircargo's good and unencumbered title to the AIA 727 fleet
                    upon consummation of closing;

               4.   the representations and warranties by AIA, KFS and Kalitta
                    under P. 3.1 and P. 3.2 being true at and as of closing;

               5.   Aircargo having not discovered any condition of any
                    aircraft or engine of the AIA 727 fleet or of any aircraft
                    or engine records during its inspections under P. 4.3(A) or
                    otherwise that in Aircargo's reasonable opinion materially
                    diminishes the value, condition or serviceability of any
                    material part of the AIA 727 fleet;

               6.   no aircraft or engine of the AIA 727 fleet having been
                    destroyed or constructively lost; and no event having
                    occurred that is reasonably likely 

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                    to have a material adverse effect on the value, condition
                    or serviceability of any material part of the AIA 727
                    fleet, or on AIA's ability to perform any of its material
                    obligations under this agreement or under the letter of
                    intent identified in P. 2.1;

               7.   Aircargo having not discovered any aspect of the customer
                    contracts during its review under P. 4.3(B) or otherwise
                    that in Aircargo's reasonable opinion is unacceptable

               8.   the terms of all customer consents to be delivered under
                    P. 4.8(D) being reasonably acceptable to Aircargo;

               9.   Aircargo having received the audited and unaudited
                    financial statements and undertaking described in P.
                    4.4(A), if any, in form and substance that in Aircargo's
                    reasonable opinion will enable Kitty Hawk to fulfill its
                    obligations under SEC regulations to file audited and
                    unaudited statements of the acquired business of the AIA
                    727 fleet to report the acquisition and to obtain from the
                    SEC effectiveness of its future registration statements ;
                    and

               10.  closing being permissible under HSR.

          C.   If any party to this agreement reasonably concludes before
               closing that any condition under P. 4.6 to its closing
               obligations cannot be satisfied, it must give prompt notice (a
               "termination notice") to the other parties to this agreement. If
               any party gives a termination notice, no party will have further
               obligations under P. 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9,
               4.11, 4.13, 4.14, 4.15 and 4.18; but if a party improperly gives
               a termination notice, knowingly makes an untrue representation
               or warranty under this agreement, or breaches any obligation
               under P. 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 4.13,
               4.14, 4.15 or 4.18 that causes the failure of a closing
               condition, that party may be liable in damages to any other
               party injured by such action or breach. No termination notice
               will diminish the obligations of a party under P. 4.16, 4.17 or
               4.19.

     4.7  CLOSING AND CLOSING DATE.  Closing will be accomplished by escrow
through FATC on the second business day after closing becomes permissible under
HSR.

     4.8  AIA'S CLOSING OBLIGATIONS.  At closing, AIA will:

          A.   execute and deliver to Aircargo a warranty bill of sale in the
               form of Exhibit D, by which AIA will convey to Aircargo the AIA
               727 fleet, with all avionics, auxiliary power units, and
               appliances now comprising the AIA 727 fleet (or with equivalent
               items substituted as a result of regular maintenance before
               closing), and all aircraft and engine records, warranting good
               title free and clear of all liens, security interests, lease or
               possessory rights, and any other adverse claims and
               encumbrances; and by which AIA will assign to 

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               Aircargo all of AIA's interests in existing assignable
               warranties, service life policies and patent indemnities, if
               any, of manufacturers and former owners with respect to any part
               of the AIA 727 fleet and all of AIA's maintenance, condition and
               warranty rights under agreements and bills of sale by which AIA
               acquired any part of the AIA 727 fleet;

          B.   execute and deliver to Aircargo such other documents evidencing
               the conveyance of the aircraft to Aircargo as may reasonably be
               required for filing and registration of the conveyance with the
               FAA;

          C.   execute and deliver to Aircargo an assignment in the form of
               Exhibit E assigning to Aircargo all of AIA's rights in and under
               the customer contracts attributable to periods following
               closing, and warranting good title to the assigned rights, free
               and clear of any security interest or adverse claim;

          D.   deliver to Aircargo all required customer consents to AIA's
               assignment under P. 4.8(C);

          E.   execute and deliver with Aircargo customary ACMI aircraft
               operating agreements for the ACMI support operation; and

          F.   deliver to Aircargo one or more certificates of insurance, in
               form reasonably acceptable to Aircargo, evidencing the insurance
               coverage that AIA is obligated to provide under P. 4.11(B) and
               (C).

     4.9  AIRCARGO'S CLOSING OBLIGATIONS.  At closing, Aircargo will:

          A.   pay the purchase price by delivering to AIA $51,000,000 in
               immediately-available cash funds;

          B.   assume and agree to operate and perform without interruption
               AIA's obligations that initially arise following closing under
               the customer contracts identified in Exhibit B; and agree to
               perform without interruption the ACMI support operations
               identified in Exhibit C at reasonable market rates for one year,
               renewable at AIA's option for two additional years;

          C.   execute and deliver with Aircargo customary ACMI aircraft
               operating agreements for the ACMI support operation; and

          D.   deliver to AIA one or more certificates of insurance, in form
               reasonably acceptable to AIA, evidencing the insurance coverage
               that Aircargo is obligated to provide under P. 4.11(A) and (C).

     4.10 DELIVERY.  At consummation of closing, AIA will deliver to Aircargo
the AIA 727 fleet and all records concerning the AIA 727 fleet, at such
location or locations in the continental United States as Aircargo requests.
All risk of loss of the AIA 727 fleet will be upon Aircargo upon consummation
of closing and delivery.

     4.11 INSURANCE.

          A.   AIRCARGO.

               1.   Aircargo must at its expense at closing and until the first
                    anniversary of closing maintain in effect with insurers of
                    recognized reputation and responsibility, all-risk aircraft
                    hull damage and all-risk property damage insurance covering
                    the AIA 727 fleet (including, except with respect to
                    all-risk property damage insurance, aircraft war risk and
                    governmental confiscation and expropriation (except by the
                    U.S. government) and hijacking insurance, if and to the
                    extent an aircraft that is a part of the AIA 727 fleet is
                    operated on routes where the custom in the commercial
                    airline industry is for air carriers to carry such
                    insurance); which insurance must at all times be for an
                    amount not less than the aggregate purchase price of the
                    AIA 727 fleet, and as to each aircraft in an amount not
                    less than the insurance amount shown in Exhibit A, with
                    deductibles not greater than those Aircargo customarily
                    accepts for other Boeing 727 freighter aircraft in its
                    fleet.

               2.   Aircargo must at its expense at closing and until the
                    fourth anniversary of closing maintain in effect
                    comprehensive airline liability (including passenger,
                    contractual, bodily injury, cargo and property damage
                    liability) insurance with insurers of recognized reputation
                    and responsibility (i) in an amount not less than
                    $200,000,000 per occurrence combined single limit and (ii)
                    of the type and coverage as from time to time are
                    applicable to similar aircraft owned or leased by Aircargo.
                    Such insurance must extend to AIA, its shareholders,
                    directors, officers, employees, representatives and
                    affiliates as additional insureds, and must cover
                    Aircargo's indemnities under P. 4.16 against tort claims.

          B.   AIA. AIA must at its expense at closing and until the fourth
               anniversary of closing maintain in effect comprehensive airline
               liability (including passenger, contractual, bodily injury,
               cargo and property damage liability) insurance with insurers of
               recognized reputation and responsibility (i) in an amount not
               less than $200,000,000 per occurrence combined single limit and
               (ii) of the type and coverage as that maintained by AIA before
               closing. Such insurance must extend to Aircargo, its
               shareholders, directors, officers, employees, representatives
               and affiliates as additional, and must cover AIA's indemnities
               under P. 4.16(A).


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          C.   POLICY TERMS.  Each insurance policy under P. 4.11(A)(2) and P.
               4.11(B) must (i) require 30 days' advance notice (except no more
               than 7 days with respect to war risk coverages in accordance
               with standard industry practice) to the additional insureds
               before the insurer cancels such insurance for any reason, or
               before the insurance lapses for non-payment or premium, or
               before any material change is made in the insurance that
               adversely affects the interest of any additional insured,
               cancellation or change, (ii) provide that the coverage of each
               additional insured will not be invalidated by any action or
               inaction of the primary insured, regardless of any breach or
               violation of any warranty, declaration or condition, (iii) be
               primary without any right of contribution from any other
               insurance which is carried by any additional insured, (iii)
               provide that all of the provisions except the limits of
               liability will operate as if there were a separate policy
               covering each additional insured, and (iv) waive any right of
               the insurer to subrogation against an additional insured, and to
               set-off, counterclaim and any other deduction in respect of any
               liability of any additional insured.

     4.12 LIMITATION OF WARRANTIES AND DAMAGES.

          A.   EXCEPT FOR EXPRESS WARRANTIES INP. 3.1 AND EXPRESS WARRANTIES OF
               GOOD AND UNENCUMBERED TITLE CONTAINED IN THIS AGREEMENT AND TO
               BE CONTAINED IN AIA'S BILL OF SALE, AND THE DESCRIPTION OF THE
               AIA 727 FLEET IN EXHIBIT A, THE AIA 727 FLEET IS SOLD "AS IS,
               WHERE IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY BY AIA, KFS
               OR KALITTA OF CHARACTER, CONDITION, OR MERCHANTABILITY OR
               FITNESS FOR ANY USE, AND WITHOUT ANY IMPLIED WARRANTY ARISING
               FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF
               TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AIA,
               KFS AND KALITTA DISCLAIM ALL IMPLIED WARRANTIES (I) AS TO THE
               AIRWORTHINESS, CONDITION OR DESIGN OF ANY PART OF THE AIA 727
               FLEET, (II) OF FREEDOM OF THE AIA 727 FLEET FROM ANY RIGHTFUL
               CLAIM BY WAY OF PATENT INFRINGEMENT OR THE LIKE, (III) OF THE
               ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCERNIBLE,
               AND (IV) OF THE SUITABILITY OF THE AIA 727 FLEET FOR ANY USE OR
               APPLICATION BY AIRCARGO.

          B.   EXCEPT FOR BREACH OF A REPRESENTATION, WARRANTY OR COVENANT 
               UNDER 4.19, TO WHICH THIS EXCLUSION DOES NOT APPLY, NO PARTY
               WILL BE OBLIGATED UNDER THIS AGREEMENT FOR ANY INCIDENTAL,
               SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,

     4.13 TAXES. AIA will be solely responsible for and will timely pay any
sales, use and excise taxes lawfully imposed upon AIA or Aircargo as a result
of the sale, conveyance or delivery of the AIA 727 fleet under this agreement,
or as a result of any repurchase of any part of the AIA 727 fleet under P.
4.18; and AIA will indemnify Aircargo and hold it harmless from and against
liability, loss and cost of defense upon all such taxes.

     4.14 ACTIONS AFTER CLOSING; TRANSITIONAL OPERATIONS.

          A.   All aircraft in the AIA 727 fleet will remain on the AIA 
               operation specifications at closing and thereafter until they
               are transitioned to the Aircargo operation specifications under
               the schedule in Exhibit F, which is Aircargo's best current
               estimate of the time and transition rate required for efficient
               and prompt transitioning of all of the aircraft to Aircargo's
               operation specifications in accordance with FAA requirements and
               sound practices, but Exhibit F is subject to amendment from time
               to time by reasonable advance notice from Aircargo to AIA as
               Aircargo's estimates are modified through experience in the
               transitioning, except that no amendment may shorten the
               transition schedule in a way that imposes a materially greater
               burden on AIA to provide transition assistance.

          B.   AIA will at its cost diligently after closing perform all
               transitional maintenance required to transition the AIA 727
               fleet to Aircargo's maintenance program, or at Aircargo's
               option, will permit Aircargo to use and have full access to
               AIA's maintenance program so long as Aircargo retains any part
               of the AIA 727 fleet. AIA will assist Aircargo in transitioning
               the AIA 727 fleet to Aircargo's operation specifications in
               accordance with Exhibit F, as it may be amended from time to
               time. During the transition period AIA will provide qualified,
               certified and rested flight crews timely to perform all flight
               operations required by Aircargo for any aircraft included within
               the AIA 727 fleet that has not yet been transitioned to
               Aircargo's operation specifications.

          C.   AIA will have no rights of ownership, control or operation of
               any aircraft of the AIA 727 fleet after closing, except as
               required under FAA regulations while providing flight crews and
               performing operations for Aircargo using aircraft of the AIA 727
               fleet that have not yet been transitioned to Aircargo's
               operation specifications. After closing, Aircargo will otherwise
               at all times retain and exercise all rights of operation and
               movement of the aircraft.

          D.   After closing and until all of the aircraft of the AIA 727
               fleet have been transitioned to Aircargo's operation
               specifications, AIA will perform at an AIA maintenance facility
               all maintenance requested by Aircargo on any aircraft or engine
               of the AIA 727 fleet that has not been transitioned to
               Aircargo's operations specifications, at costs and rates not
               exceeding reasonable market rates and upon schedules that give
               equal priority to such aircraft and engine maintenance as AIA
               would assign to aircraft and engines owned by AIA.


<PAGE>   9

          E.   AIA will after closing assist AIA in the enforcement of all 
               claims that AIA assigns to Aircargo in the bill of sale
               delivered by AIA at closing, including without limitation but at
               Aircargo's expense, pursuing any assigned claim in AIA's name
               but for the benefit of Aircargo.

          F.   So long as the call option under P. 4.18(A) can be exercised,
               Aircargo may not dispose of any part of the AIA 727 fleet, and
               will operate and maintain the AIA 727 fleet in compliance with
               the AIA or Aircargo maintenance program and in compliance with
               all FAA requirements.

          G.   Aircargo may operate the AIA 727 fleet in AIA livery until the 
               second anniversary of closing.

     4.15 LIMITATIONS ON ACQUISITION OF BOEING 727 AIRCRAFT. AIA, KFS and
Kalitta promise Aircargo and Kitty Hawk that none of them will acquire Boeing
727 aircraft before the second anniversary of closing under this agreement
unless (i) an option under P. 4.18 has been exercised and closed, or (ii) they
first offer to buy such aircraft from Aircargo at fair market values for cash.

     4.16 GENERAL INDEMNITIES.

          A.   AIA, KFS AND KALITTA WILL JOINTLY AND SEVERALLY INDEMNIFY
               AIRCARGO, KITTY HAWK AND THEIR RESPECTIVE SHAREHOLDERS,
               OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AFFILIATES,
               AND HOLD THEM HARMLESS, FROM AND AGAINST LIABILITY, LOSS AND
               COST OF DEFENSE UPON ALL CLAIMS:

               1.   FOR INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR
                    DESTRUCTION OF ANY PROPERTY, INCLUDING THE AIA 727 FLEET,
                    ARISING OUT OF THE OWNERSHIP, MANAGEMENT, POSSESSION, USE,
                    CONTROL, MAINTENANCE OR OPERATION OF THE AIA 727 FLEET
                    BEFORE CLOSING, EVEN IF SUCH INJURY, DEATH, DAMAGE OR
                    DESTRUCTION IS CAUSED BY AIRCARGO'S OR KITTY HAWK'S ACTUAL
                    OR IMPUTED NEGLIGENCE; EXCEPT THAT AIA'S, KFS'S AND
                    KALITTA'S OBLIGATIONS UNDER THIS PARAGRAPH ARE LIMITED TO
                    AN AGGREGATE OF $200,000,000, AND THIS INDEMNITY WILL NOT
                    EXTEND TO ANY CLAIM FOR INJURY, DEATH, DAMAGE OR
                    DESTRUCTION CAUSED BY AIRCARGO'S OR KITTY HAWK'S GROSS
                    NEGLIGENCE OR WILLFUL MISCONDUCT, OR WHICH IS COVERED BY
                    WORKER'S COMPENSATION INSURANCE; AND

               2.   FOR DEBT, CONTRACTUAL OBLIGATION, TAX OR GOVERNMENTAL 
                    CHARGE OR PENALTY THAT IS BASED UPON ANY UNDERTAKING OR
                    ACTION BY AIA, KFS OR KALITTA AT ANY TIME BEFORE OR AFTER
                    CLOSING THAT IS NOT ATTRIBUTABLE TO AN OBLIGATION KNOWINGLY
                    INCURRED BY AIRCARGO OR KITTY HAWK OR FULLY DISCLOSED BY
                    AIA AND EXPRESSLY ASSUMED BY AIRCARGO AT CLOSING; INCLUDING
                    WITHOUT LIMITATION ALL CLAIMS UNDER CUSTOMER CONTRACTS OR
                    FROM ACMI SUPPORT OPERATIONS THAT ARE ATTRIBUTABLE TO
                    OCCURRENCES BEFORE CLOSING.
<PAGE>   10

          B.   AIRCARGO AND KITTY HAWK WILL JOINTLY AND SEVERALLY INDEMNIFY
               AIA, KFS AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS,
               EMPLOYEES AND REPRESENTATIVES, AND HOLD THEM HARMLESS, FROM AND
               AGAINST LIABILITY, LOSS AND COST OF DEFENSE UPON ALL CLAIMS:

               1.   FOR INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR
                    DESTRUCTION OF ANY PROPERTY ARISING OUT OF THE OWNERSHIP,
                    MANAGEMENT, POSSESSION, USE, CONTROL, MAINTENANCE OR
                    OPERATION OF THE AIA 727 FLEET AFTER CLOSING, EVEN IF SUCH
                    INJURY, DEATH, DAMAGE OR DESTRUCTION IS CAUSED BY AIA'S,
                    KFS'S OR KALITTA'S ACTUAL OR IMPUTED NEGLIGENCE; EXCEPT
                    THAT AIRCARGO'S AND KITTY HAWK'S OBLIGATIONS UNDER THIS
                    PARAGRAPH ARE LIMITED TO AN AGGREGATE OF $200,000,000, AND
                    THIS INDEMNITY WILL NOT EXTEND TO ANY CLAIM FOR INJURY,
                    DEATH, DAMAGE OR DESTRUCTION CAUSED BY AIA'S, KFS'S OR
                    KALITTA'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR WHICH
                    IS COVERED BY WORKER'S COMPENSATION INSURANCE; AND

               2.   UNDER THE CUSTOMER CONTRACTS IDENTIFIED IN EXHIBIT C THAT 
                    ARE ATTRIBUTABLE TO AIRCARGO'S PERFORMANCE OR
                    NON-PERFORMANCE AFTER CLOSING.

     4.17 COMMISSION OR FINDERS' FEE. No party will owe any commission or
finder's fee under this agreement. Each party will indemnify the other and hold
it harmless against liability, loss and cost of defense upon any claim to a
commission or finders fee based upon agreement of the indemnitor.

     4.18 CALL/PUT OPTIONS.

          A.   AIA has the option (the "call option") to repurchase no later
               than March 31, 1998 all of the AIA 727 fleet except the three
               aircraft and their engines, avionics and appliances (the
               "initial aircraft") designated under Exhibit F as the first
               three aircraft of the AIA 727 fleet to be transitioned to
               Aircargo's operation specifications (the AIA 727 fleet less the
               initial aircraft is the "option fleet").

               1.   AIA may exercise the call option only by giving notice (a 
                    "call notice") to Aircargo no later than February 28, 1998.
                    If AIA gives a call notice, AIA will be responsible at its
                    expense for preparation and fees for any HSR reports
                    required for closing under the call option, and closing
                    will be conditioned on its being permissible under HSR.

               2.   At closing under the call option, AIA must tender the 
                    repurchase price (the "call-option price") under the call
                    option. The call-option price will be the sum of (i) the
                    purchase price under P. 4.2, less the sum of the 




<PAGE>   11

                    scheduled values under Exhibit A for the initial aircraft,
                    and (ii) Aircargo's unamortized portion of any expenditure
                    made after closing to install hushkits, to comply with FAA
                    airworthiness directives, or to perform major maintenance
                    on any aircraft or engine of the option fleet.

               3.   If any aircraft or engine of the option fleet has suffered 
                    a casualty loss after closing and before closing under the
                    call option, Aircargo will not be obligated to redeliver or
                    replace the lost aircraft or engine, and the call-option
                    price will be reduced by the scheduled value for the lost
                    aircraft or engine that is set out in Exhibit A.

               4.   The call-option price will be payable in cash in 
                    immediately-available funds.

               5.   At closing under the call option, Aircargo will convey and 
                    deliver to AIA the option fleet in its then condition,
                    without express or implied warranty of condition,
                    merchantability or fitness except that it has authorized
                    AIA to perform or has otherwise performed all maintenance
                    required under P. 4.14(F), and otherwise only warranting no
                    deficiency in title or encumbrance by through or under
                    Aircargo; and all indemnity and post-closing obligations by
                    Aircargo under this agreement will be deemed modified so
                    that they do not extend to any occurrence after closing of
                    the call option except as to the initial aircraft.

               6.   AIA will at closing under the call option assume and agree 
                    to perform without interruption all lease and operating
                    agreements (including without limitation customer contracts
                    and ACMI support operations) upon which Aircargo is then
                    obligated and for which Aircargo is then using any of the
                    option fleet, except any leases and operating agreements
                    negotiated by Aircargo after closing (i) that are not
                    renewals, extensions or novations of customer contracts and
                    (ii) that Aircargo wishes to continue to perform with other
                    aircraft or through subcontract.

               7.   AIA will after closing under the call option indemnify and 
                    hold Aircargo and its shareholders, directors, officers,
                    employees and representatives harmless from and against all
                    claims attributable to ownership, use or operation of any
                    part of the option fleet after closing of the call option.

               8.   The call option will terminate and may not be exercised 
                    (i) if any representation or warranty by AIA, KFS or
                    Kalitta under this agreement is untrue in any material
                    respect, (ii) if AIA, KFS or Kalitta 

<PAGE>   12

                    breaches any covenant under P. 4.19, (iii) if AIA breaches
                    any post-closing obligation under this agreement and fails
                    to cure such breach within 10 days after Aircargo gives
                    notice to AIA of the breach, and (iv) if AIA loses its
                    certificates or authority to operate Boeing 727 aircraft.

               9.   Except for a collateral assignment to an institutional 
                    lender, AIA may not assign the call option by operation of
                    law or otherwise except to Kalitta or KFS, and neither of
                    them may further assign the call option by operation of law
                    or otherwise without Aircargo's prior written consent.

          B.   Aircargo has the option (the "put option") to require AIA to
               repurchase no later than December 31, 1997 all of the option
               fleet as defined in P. 4.18(A) if (i) in Aircargo's reasonable
               opinion any airworthiness directive issued by the FAA materially
               diminishes the utility or value of the option fleet, or (ii) AIA
               refinances any material part of its existing institutional debt
               and for any reason except Kitty Hawk's material breach the
               parties do not close by November 30, 1997 under a definitive
               agreement for Kitty Hawk's acquisition of one or more of the
               Kalitta companies.

               1.   Aircargo may exercise the put option only by giving notice 
                    (a "put notice") to AIA no later than November 30, 1997. If
                    Aircargo gives a put notice, Aircargo will be responsible
                    at AIA's expense for preparation and fees for any HSR
                    reports required for closing under the put option, and
                    closing will be conditioned on its being permissible under
                    HSR.

               2.   At closing under the put option, AIA must tender the 
                    repurchase price (the "put-option price") under the put
                    option. The put-option price will be the sum of (i) the
                    purchase price under P. 4.2, less the sum of scheduled
                    values for the initial aircraft and the put-option retained
                    aircraft that are set out in Exhibit A, and (ii) Aircargo's
                    unamortized portion of any expenditure made after closing
                    to install hushkits, to comply with FAA airworthiness
                    directives, or to perform major maintenance on any aircraft
                    or engine of the option fleet.

               3.   If any aircraft or engine of the option fleet has suffered 
                    a casualty loss after closing and before closing under the
                    put option, Aircargo will not be obligated to redeliver or
                    replace the lost aircraft or engine, and the put-option
                    price will be reduced by the scheduled value for the lost
                    aircraft or engine that is set out in Exhibit A.

               4.   The put-option price will be payable in cash in 
                    immediately-available funds.

               5.   At closing under the put option, Aircargo will convey and 
                    deliver to AIA the option fleet in its then condition,
                    without express or implied warranty of condition,
                    merchantability or fitness except that it has authorized
                    AIA to perform or has otherwise performed all maintenance
                    required under P. 4.14(F), and otherwise only warranting no
                    deficiency in title or encumbrance by through or under
                    Aircargo; and all indemnity and post-closing obligations by
                    Aircargo under this agreement will be deemed modified so
                    that they do not extend to any occurrence after closing of
                    the put option except as to the initial and put-option
                    retained aircraft.

               6.   AIA will at closing under the put option assume and agree 
                    to perform without interruption all lease and operating
                    agreements (including without limitation customer contracts
                    and ACMI support operations) upon which Aircargo is then
                    obligated and for which Aircargo is then using any of the
                    option fleet, except any leases and operating agreements
                    negotiated by Aircargo after closing (i) that are not
                    renewals, extensions or novations of customer contracts and
                    (ii) that Aircargo wishes to continue to perform with other
                    aircraft or through subcontract.

               7.   AIA will after closing under the put option indemnify and 
                    hold Aircargo and its shareholders, directors, officers,
                    employees and representatives harmless from and against all
                    claims attributable to ownership, use or operation of any
                    part of the option fleet after closing of the put option.


<PAGE>   13

     4.19 PROHIBITIONS AGAINST SHOPPING.

          A.   AIA, KFS and Kalitta jointly and severally represent and warrant
               to Aircargo and Kitty Hawk that (i) they have made no agreement
               to sell the stock, business or any material asset of any of the
               Kalitta companies to another, or to merge, consolidate or
               combine assets or business of any of the Kalitta companies with
               another, except any asset sale shown in the Fieldstone model
               identified in the letter of intent, and (ii) that none of them
               are currently engaged in negotiations or discussions concerning
               any other sale of the stock, or the sale, merger or combination
               of any material asset or business of any of the Kalitta
               companies to or with another (except the possible collateral
               transfer of certain aircraft to a trustee in connection with
               certain bond financing).

          B.   AIA, KFS and Kalitta jointly and severally promise Aircargo and 
               Kitty Hawk that until March 31, 1998, or until earlier exercise
               and closing of an option under P. 4.18, none of them will
               solicit, discuss, negotiate or agree to (i) the sale of any
               stock or other equity interest in any of the Kalitta companies
               except under the letter of intent identified in P. 2.1, (ii) a
               merger or combination of any material asset or business, or any
               exchange of shares, of any of the Kalitta companies except under
               the letter of intent identified in P. 2.1, or (iii) a sale or
               disposition of any of the business or operating aircraft assets
               of any of the Kalitta companies (a) except under the letter of
               intent identified in P. 2.1, (b) except for the possible
               collateral transfer of certain aircraft to a trustee in
               connection with certain bond financing, and (c) except asset
               sails shown in the Fieldstone model identified in the letter of
               intent, or sales of L-1011's or DC-8's to generate cash to
               service debt or as required for ongoing operations of any of the
               Kalitta companies.

          C.   AIA, KFS and Kalitta jointly and severally promise Aircargo and 
               Kitty Hawk that until March 31, 1998, or until earlier exercise
               and closing of an option under P. 4.18, they will give prompt
               notice to Aircargo if any of them receives any communication
               from anyone who is not a party to this agreement and who
               proposes any discussion, negotiation or agreement prohibited
               under P. 4.19(B).

          D.   The third sentence of P. 4.2 of the letter of intent identified 
               in P. 2.1 is amended to incorporate the representations,
               warranties and covenants in P. 4.19(A), (B) and (C) above, which
               are effective both under this agreement and under the letter of
               intent as so amended.

          E.   Aircargo and Kitty Hawk jointly and severally promise AIA, KFS 
               and Kalitta that until December 31, 1997 neither of them will
               agree (i) to any merger or combination of any material asset or
               business of Kitty Hawk except under the letter of intent
               identified in P. 2.1, or (ii) to any acquisition of any material
               equity interest in any business entity or any operating segment
               of any business entity except under the letter of intent
               identified in P. 2.1.

     5.0  GENERAL PROVISIONS

     5.1  AMENDMENTS AND WAIVERS. To amend this agreement or waive any
provision of this agreement, both parties must sign a written amendment or
waiver that identifies by section or paragraph number the provision that it
purports to amend or waive. No noncomplying course of dealing may be construed
to amend or waive any provisions of this agreement.

     5.2  ASSIGNMENT. No party may assign its rights under this agreement
except as provided in P. 4.18(A)(9) without the prior written consent of all
other parties. Any attempted assignment 


<PAGE>   14

in violation of the preceding sentence will be ineffective to transfer any
rights under this agreement to the purported assignee.

     5.3  NOTICES.  Notices required or permitted under this agreement must be
in writing. Notices may be given by Federal Express, fee prepaid, addressed to
the intended recipient at its address in P. 1.2, or to such other notice
address as that party designates by notice to the other parties, and any notice
so given will be effective one business day after deposit with Federal Express.
A business day is any day other than a Saturday, Sunday, or legal holiday in
Texas. A notice given by other means will be effective only when actually
received by the addressee.

     5.4  REMEDIES. Each party to this agreement will be entitled to all
remedies at law and in equity for breach of obligations under this agreement.
No provision of P. 4.18(A)(7) or P. 4.19 is intended to limit the full
availability of all other legal and equitable remedies.

     5.5  DISCLOSURE. Kitty Hawk may at any time after execution of this
agreement disclose the existence and terms of this agreement and the letter of
intent identified in P. 2.1 by releasing a public announcement in the form of
the draft press release in Exhibit G, and by such other methods in Kitty Hawk's
reasonable opinion are required or prudent. This provision modifies obligations
under P. 4.1 of the letter of intent and under P. 3.3 of the nondisclosure
agreement identified in P. 4.1 of the letter of intent.

     5.6  CONSTRUCTION.

          A.   When used in this agreement, defined terms (in quotation marks 
               within parentheses immediately following the defining term or
               phrase) have the defined meanings unless the context clearly
               indicates otherwise. Defined terms may be used in the singular
               or plural. Unless otherwise clearly indicated, paragraph ("P. ")
               references are to paragraphs of this agreement.

          B.   Texas law and the Federal Arbitration Act govern the effect and 
               construction of this agreement.

          C.   Any action upon a claim arising out of this agreement must be
               commenced by filing of an arbitration claim under P. 5.7 within
               two years after the cause of action accrues.

          D.   If any provision of this agreement is invalid or unenforceable, 
               the remaining provisions of this agreement will be enforceable.


<PAGE>   15

          E.   This agreement binds and benefits the parties and their 
               respective successors and permitted assigns.

          F.   This agreement is the entire agreement between the parties with 
               respect to the AIA 727 fleet, and merges and supersedes all
               former agreements, letters, promises or representations, whether
               oral or written, express or implied, that relate to the AIA 727
               fleet; with the exceptions that (i) P. 4.1 and P. P. 4.3 through
               4.8 of the letter of intent are unaffected by this agreement and
               remain in full force and effect in accordance with their
               respective terms, (ii) P. 4.2 of the letter of intent as
               modified by P. 4.19 above remains in full force and effect
               independently of this agreement, (iii) all provisions of the
               confidentiality agreement identified in P. 4.1 of the letter of
               intent are unaffected by this agreement and remain in full force
               and effect in accordance with their respective terms, except to
               the extent they are modified by P. 5.5, and (iv) this agreement
               in no way affects or amends any obligation of any party under or
               in connection with the Settlement Agreement executed in August
               1994 related to the U.S. Postal Service's ANET 93-01
               solicitation.

          G.   All representations and warranties contained in this agreement 
               will survive investigation and closing.

          H.   No waiver of a claim or default under this agreement may be 
               construed to be a waiver of any other claim or default.

          I.   No rule of construction resolving any ambiguity against a 
               drafting party will apply.

          J.   Titles and headings are only for convenient reference and are 
               not to be construed in interpretation.

          K.   Exhibits A, B, C, D, E, F and G are attached to this agreement 
               and are incorporated as part of this agreement.

          L.   This agreement is not intended to create any relationship 
               between AIA and Aircargo except that of seller and buyer.
               Neither this agreement nor any performance under it, including
               without limitation any performance under P. 4.14, is intended to
               create any partnership or joint venture relationship of any
               kind.

          M.   Notwithstanding termination of any obligations under this 
               agreement, the provisions of P. 4.19 and section 5.0 will
               continue to be effective except to the extent that any of them
               is amended in accordance with P. 5.1.

     5.7  BINDING AGREEMENT TO ARBITRATE DISPUTES. All disputes under or 
relating to this agreement must exclusively be resolved by binding arbitration
under the Commercial Arbitration Rules of the American Arbitration Association
(the "AAA") in effect at the time the arbitration proceeding commences, except
that (i) P. P. 5.1 through 5.6 will govern the effect and construction of this
agreement, (ii) the locale of the arbitration must be the locale of the party
against whom arbitration is first demanded, (iii) any award must state material
findings of fact and conclusions of law, (iv) a party may seek preliminary
injunctive or other equitable relief from any court of competent jurisdiction
to preserve the status quo pending selection of an arbitrator, (v) an
arbitrator may by interim or final award grant declarative and injunctive and
other equitable relief (the parties acknowledge


<PAGE>   16

that remedies at law are unlikely to be adequate to protect against or remedy
breach of this agreement), and (vi) a prevailing party in litigation to require
arbitration or to obtain preliminary relief pending establishment of an
arbitration panel, in arbitration, or in litigation to confirm or enforce an
arbitration award will be entitled to recover its reasonable attorneys' fees
and costs. An arbitration award will be final and binding on all parties, and
judgment upon such arbitration award may be entered in any court having
jurisdiction.

                                        AMERICAN INTERNATIONAL AIRWAYS, INC.



                                        By:
                                           ------------------------------------
                                            CONRAD KALITTA,
                                            PRESIDENT



                                        KALITTA FLYING SERVICES, INC.



                                        By:
                                           ------------------------------------
                                            DON SCHILLING,
                                            PRESIDENT


                                        ---------------------------------------
                                        CONRAD KALITTA


                                        KITTY HAWK, INC.



                                        By:
                                           ------------------------------------
                                            M. TOM CHRISTOPHER
                                            CHAIRMAN AND CEO



                                        KITTY HAWK AIRCARGO, INC.



                                        By:
                                           ------------------------------------
                                            M. TOM CHRISTOPHER
                                            CHAIRMAN AND CEO