(10.78)         Lease Agreement between the City of Morgantown and
                Mountain State Flight Services dated September 1,
                1996.

                                            LEASE AGREEMENT

                                  GENERAL AVIATION TERMINAL FACILITY

        THIS LEASE AGREEMENT made and entered into this 1st day of
September 1996, by and between the City of Morgantown, a
municipal corporation, (hereinafter called "City"), and Mountain
State Flight Services, d.b.a. Piedmont Aviation Services, Inc.
(hereinafter called "Lessee").

                                              WITNESSETH:

        WHEREAS, the "City" owns, controls and operates the
Morgantown Municipal Airport; and

        WHEREAS, the "City" has determined certain services at the
airport terminal building are necessary for proper accommodation
of General Aviation aircrew members and passengers arriving and
departing from the Morgantown Municipal Airport, and

        WHEREAS, the "Lessee" is desirous of operating a General
Aviation Terminal Facility in the terminal building and
furnishing certain hereinafter mentioned services in connection
therewith.

        NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained to be kept and
performed, and intending to be legally bound hereby, the parties
hereto covenant and agree as follows:

                                        ARTICLE I, DEFINITIONS

        The following words and phrases, wherever used in the
Agreement shall, for the purpose of this Agreement, have the
following meanings:

        (a)     "Airport" refers to the Morgantown Municipal Airport.

        (b)     "Airport Customer" shall mean any person who arrives
at or departs from the airport.

        (c)     "Airport terminal building" means the Terminal
Building situate at the Morgantown Municipal Airport, City of
Morgantown, Monongalia County, West Virginia.

        (d)     "FAA" means the Federal Aviation Administration of the
Untied States, or any federal agencies succeeding to its
jurisdiction.

        (e)     "General Aviation" means all aircraft other than
scheduled air carrier and Federal/military aircraft.

        (f)     "General Aviation Terminal Facility" shall include
allocated space located in the southern end of the Airport's
Main Terminal building.  This area will be designated for use by
General Aviation pilots, aircrew members, and their passengers. 
As a minimum, this area will incorporate a line/refuel service
office, a business office, a passenger lounge, a flight planning
area, and a conference room.

        (g)     "Leased area" or "Leased premises" means the space
used solely by the "Lessee" for the conduct of the "Lessee's"
business.

        (h)     "Property" shall include anything of material value
that is real, personal, tangible, or intangible.

        (i)     "Renovation/Improvements" shall include walls,
partitions, dividers, flooring, and ceilings; heating,
ventilation and air conditioning equipment, ducts, and controls;
lighting and electrical systems; plumbing systems; wall and
floor coverings or finishes.

        (j)     "Rules and Regulations" means those lawful and
reasonable rules and regulations which are not in conflict with
this Agreement, promulgated by the "City" for the orderly use of
the airport by both the airlines and other operators and users
of the airport as the same may be amended, modified or
supplemented from time to time.

                                      ARTICLE II, LEASED PREMISES

        2.1     The "City" hereby grants to the "Lessee", subject to
the terms and conditions hereinafter contained, the nonexclusive
right to operate a General Aviation Terminal Facility at the
Morgantown Municipal Airport terminal.  It is understood and
agreed that nothing herein contained shall be construed to grant
or authorize the granting of an exclusive right within the
meaning of Section 308 of the Federal Aviation Act of 1958 as
amended.

        2.2     The "City" hereby agrees to provide an area of
approximately 4000 square feet in the Terminal Building (see
Exhibit A attached) for the "Lessee's" exclusive use.  The
assigned area shall be used by the "Lessee" for the purpose of
operating a General Aviation Terminal Facility.

        2.3     The "City" grants to the "Lessee", its employees,
guests, patrons and invites, in common with others, the rights
of ingress and egress to and from the airport terminal building,
over airport roadways, including the use, without charge, of
common use roadways and vehicle parking areas, with such rights
and license subject only to such reasonable rules and regulation
as may be established by the "City" and subject to law.

        2.4     The "City" grants to the "Lessee" the full
unrestricted and exclusive use of a certain tract of space on
the Terminal Building roof, the precise location to be agreed
upon by the parties, for the erection, maintenance and operation
of antennae and equipment necessary for the operation of
"Lessee's" television and radio transmitting and receiving
equipment.

                                    ARTICLE III, TERM OF AGREEMENT

        3.1     The term of this Agreement shall be for a period of
eleven years and three months commencing on September 1, 1996
and ending on December 31, 2007, unless terminated at an earlier
date for any reason as set forth herein.

        3.2     "Lessee" shall have the right and option to extend
this Lease Agreement for two (2) additional five (5) year
periods, the first commencing January 1, 2008, and ending
December 31, 2012, and the second commencing January 1, 2013 and
ending December 31, 2017, provided "Lessee" is not in default in
any provisions of this Agreement and; provided further the
"Lessee" shall notify the "City", in writing, not later than one
hundred eighty (180) days, but not more than three hundred
sixty-five (365) days, prior to the commencement of each of the
two (2) additional five (5) year periods of "Lessee's" intention
to exercise this option.

                                      ARTICLE IV, LEASE PAYMENTS

        4.1     The "Lessee" agrees to pay the "City" the sum of
$36,000.00 per year for approximately 4000 square feet of space
within the airport terminal building (see Exhibit A attached). 
Payment will be made in equal monthly increments of $3,000.00,
in advance and without demand, on or before the first business
day of each calendar month.  For any period of less than one
calendar month this Agreement shall be in effect, said sum shall
be calculated on a pro rata basis.  This rental fee shall be
adjusted upwards annually for "Cost of Living" increases by a
factor equal to the change in the Consumer Price Index for All
Commodities as reported by the Bureau of Labor Statistics on May
31st of each year.  This adjustment applies to years 2-11 of
this Agreement.

        4.2     It is agreed that a finance charge of one and one half
(1.5%) percent per month shall be added to any balance unpaid
within thirty (30) days after the last day of the month to which
it applies.

        4.3     All sums, statements, and reports due hereunder shall
be paid or made by delivery to the Airport Director, Morgantown
Municipal Airport, 100 Hart Field Road, Morgantown, WV 26505.

                                ARTICLE V, AREA RENOVATION/IMPROVEMENTS

        5.1     In order to ensure full service to its General
Aviation customers, the "Lessee" agrees, at no cost to the
"City", to undertake a complete renovation of its assigned area. 
This renovation will include, but is not limited to, the
construction/remodeling of a general business office, a
fuel/line service office, a pilots lounge, a flight planning
area, and a conference room.  Each area will be designed and
furnished in a manner suitable to the purpose or function of
that area.  The "Lessee" shall submit professionally
accomplished plans, construction drawings, and specifications
for all renovations to the "City" for approval.  Renovation work
may not begin without the express written consent of the "City",
which consent will not be unreasonably withheld.

        5.1.1           Fuel/Line Service Office:  This will be a
specified area where pilots may place orders for fuel, oil,
other aircraft services, or aircraft repair.  This office will
also maintain, for retail sale, a limited supply of items most
often purchased by aircrew members.  This office, or the
business office, must contain functioning radio equipment which
will permit two-way radio communication between the General
Aviation Terminal and arriving or departing aircraft.

        5.1.2           Pilots Lounge:  This will be an area specified
for use by transient General Aviation aircrew members and their
passengers.  It must be furnished with soft, comfortable
chairs/couches and a table and chairs for use as a work station. 
The area will be equipped with a standard voice telephone line,
a telephone line for use with personal/laptop computers, and a
television connected to local cable or direct satellite service.

        5.1.3           Flight Planning Area:  This will be a specified
area where aircrew members can complete all pre-flight planning
activities.  The area will contain, as a minimum, FAA flight
planning documents/charts, an automated weather data system that
will provide "real time" weather information, and either a
telephonic or automated system for filing flight plans with a
Federal Aviation Administration Flight Services Facility.

        5.1.4           Conference Room:  This will be a specified area
where business meetings may be conducted.  The area must be
capable of comfortably seating 15-20 people and must provide
some audio/visual support.  The audio/visual support must
include those items normally used for this function.

        5.2     The "Lessee" agrees to begin renovations, as specified
in paragraph 5.1 above, by October 1, 1996.  All renovations
must be complete by December 31, 1997.  Failure to meet this
date will result in the "City's" assessment of liquidated
damages in the amount of one hundred dollars ($100.00) per day
(Saturday/Sunday excepted) until required renovations are
completed.

        5.3     The "Lessee" shall have the right, at its sole
expense, to install and maintain approved signs advertising its
business.  Any signs identifying the "Lessee's" operation must
have the prior written approval of the "City" both as to size
and location.

        5.4     The "Lessee" shall not suffer or permit any mechanics
or other liens to be levied or filed against the "City".  All
improvements, equipment, fixtures, and interior decor
constructed or installed by the "Lessee", its agents, or
contractors, shall conform in all respects to all applicable
statutes, ordinances, building codes, and rules and regulation. 
Any approval given by the "City" shall not constitute a
representation or warranty as to such conformity; responsibility
therefor shall at all times remain with the "Lessee".

        5.5     All structural improvements and alterations shall,
upon termination of this Agreement become the property of the
"City".

        5.6     The "Lessee" may place such furniture, property and
equipment into the assigned premises as is necessary for the
conduct of its business.  The "Lessee" shall have the right to
remove the same upon termination of this Agreement, providing
the premises are repaired to the satisfaction of the "City" or
restored to their original condition after such removal.

        5.7     The "Lessee" shall not remove or demolish, in whole or
in part, any improvements within the airport terminal building
without the express prior written consent of the "City", which
consent may be conditioned upon the obligation of the "Lessee"
to replace the same by an improvement specified in such consent. 
However, the "City" shall not withhold consent unreasonably and
shall not impose unreasonable conditions upon its consent.

                             ARTICLE VI, PERFORMANCE AND SERVICE STANDARDS

        6.1     The "Lessee" hereby covenants and agrees that it will
furnish prompt and efficient service adequate to meet all
reasonable demands by General Aviation aircrew members and their
passengers on a fair, reasonable and nondiscriminatory basis,
and to charge fair, reasonable and nondiscriminatory prices for
each unit or sale of service on a basis substantially similar to
that charged by it for similar services at airports of
comparable size within the same general area.  The "Lessee" may
make reasonable discounts, rebates and other similar types of
price reductions to purchasers on a nondiscriminatory basis.

        6.2     The "Lessee" hereby covenants and agrees its General
Aviation Terminal Facility at the airport shall remain open for
such periods during each day and such days each week as may be
necessary to meet reasonable demands for said services.

        6.3     The "Lessee" shall conduct its operations in a safe
and orderly manner, and in accordance with the standards of the
industry.  The "Lessee" covenants and agrees it will keep and
maintain any area used by or assigned to it in good order and
repair and in a safe and clean condition, and return the same to
the "City" at the expiration of this Agreement in good order,
condition and repair, reasonable wear and tear and damage by
fire and casualty only excepted.  The "Lessee" shall repair and
pay for any physical damage to the terminal or the "City's"
property caused by the use, negligence, or wrongful conduct of
the "Lessee" and the "Lessee's" agents, customers, and
employees.  The "Lessee" shall keep its assigned counter area in
a neat, clean, safe, sanitary and orderly condition at all
times.

        6.4     The "Lessee's" employees shall be clean, neat in
appearance, courteous and polite.  The "Lessee" shall not employ
any person or persons in or about the premises who shall conduct
themselves in a loud, boisterous or otherwise improper manner. 
The "Lessee" shall take all steps to remove, from airport
employment, employees who participate in criminal acts on
airport premises including, but not limited to, gambling,
prostitution, possession or sale of illegal controlled
substances, or acts of fraud or theft.

        6.5     The "Lessee" shall abide by and be subject to all
reasonable rules and regulations which are now, or may from time
to time be promulgated by the "City" concerning management,
operation or use of the terminal facilities, or the safety of
those using the same, and it shall abide by and be subject to
all reasonable rules and regulations which are now, or may from
time to time be promulgated by the FAA or the airport operator. 
The "Lessee" further agrees to maintain, use, and operate the
assigned area in compliance with any and all present and future
laws, ordinances, rules and regulations relating to public
health, safety or welfare adopted by federal, state, local or
other governmental bodies, or agencies, departments or officers
thereof, and obtain all permits, at its sole expense, which may
be necessary for the operation of its business.

        6.6     The "Lessee" covenants and agrees it will meet all
expenses in connection with the use of its assigned area and be
responsible for any taxes, permit fees, usage fees, license fees
or assessments lawfully levied or assessed by any taxing
authority against the business owned and operated by the
"Lessee", the assigned premises, or as a result of the
"Lessee's" use and occupancy of airport premises or its
operation at the airport.

        6.7     The "Lessee" does hereby covenant and agree that:

                (a)     no person on the grounds of race, color, creed,
age, sex, religion, national origin or handicap shall be
excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of said service
or facilities.

        (b)     in the construction of any improvements on the
assigned premises and the furnishing of services thereon, no
person on the grounds of race, color, creed, age, sex, religion,
national origin or handicap shall be excluded from participation
in, denied the benefits of, or otherwise be subject to
discrimination.

        (c)     the "Lessee" shall use the premises in compliance with
all requirements imposed by or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Nondiscrimination in
Federally-assisted programs of the Department of Transportation
- Effectuation of Title VI of the Civil Rights Act of 1964, and
as said Regulations may be amended.

        (d)     it is the policy of the United States Department of
Transportation that minority business enterprises, as defined in
49 CFR Part 23.5, shall have the maximum opportunity to
participate in the performance of contracts such as covered by
this Agreement.  Therefore, the "Lessee" hereby assures no
person shall be excluded from the participation in, be denied
the benefits of, or otherwise be discriminated against in
connection with the award of any contract covered by 49 CFR Part
23 on the grounds of race, color, national origin, sex or
handicap.  The "Lessee" hereby assures it will include the
foregoing clauses of this Section in all subcontracts and will
cause subcontractors similarly to include these clauses in
further subcontracts.

        In the event of breach of any of the above
nondiscrimination covenants, the "City" shall have the right to
terminate this Agreement and to immediately re-enter and
repossess the assigned premises and the facilities thereon, and
hold the same as if this Agreement had never been made or
issued, or, at the election of the "City" or the United States,
either or both shall have the right to enforce the provisions of
the Article.

        6.8     The "Lessee" agrees to issue a duplicate, serially
numbered sales slip or contract with each sale or transaction,
whether for cash or credit, separately showing the "Lessee's"
receipts or extension of credit.  A copy of each sales slip will
be maintained on the premises and shall, upon written request,
be available for the "City's" review.

        6.9     The "Lessee" agrees the "City", its duly authorized
representatives or agents, may, with 24 hours written advanced
notice and at a reasonable time, enter into the assigned
premises for the purpose of making any visual inspection deemed
necessary in order to determine whether federal, state, or
municipal rules and regulations and/or the covenants of this
Agreement are being complied with, and to do any and all things
which the "City" is obligated to do as set forth herein, or
which may be deemed necessary for the general conduct and safe
operation of the airport terminal building.

        6.10    Upon the expiration or other termination of this
Agreement, the "Lessee" shall forthwith surrender the assigned
premises as altered or improved under the terms of this
Agreement, reasonable wear and tear only excepted.  The "City"
shall not be required to give any notice to quit possession
under the Landlord and Tenant Act of 1951.

                                        ARTICLE VII, ASSIGNMENT

        7.1     The "Lessee" shall not have the right to assign or
transfer this Agreement or any rights hereunder without the
prior written consent of the "City" which approval shall not be
unreasonably withheld.

                          ARTICLE VIII, INSURANCE AND LIMITATION OF LIABILITY

        8.1     The "Lessee" covenants and agrees to secure and
maintain during the term of this Agreement, comprehensive
general public liability insurance covering its operations at
the airport and its serving of airport customers with a combined
single limit coverage of One Million ($1,000,000.00) Dollars,
naming the "City" as additional insured.  Such policy shall
contain a provision requiring at least thirty (30) days notice
of cancellation which notice shall be given in writing to the
"City".  The "Lessee" shall also maintain Worker's Compensation
Insurance sufficient to comply with all statutory requirements
now or hereafter enacted.  The "Lessee" shall furnish the "City"
with a certificate evidencing such insurance coverage, within
thirty (30) days from the date of this Agreement.

        8.2     The "Lessee" agrees to indemnify and hold the "City",
its agents, officers, representatives, and employees forever
harmless from and against any and all claims, damages,
judgements, attorneys fees, compensation, demands, or liability
for injuries to persons or property caused by, arising from or
in connection with the use or occupancy by the "Lessee", its
agents and employees of the assigned premises or arising from,
out of, or in connection with the "Lessee's" operations at the
airport, or arising directly or indirectly out of any acts of
the "Lessee", its agents, servants, guests, or business invites,
or by reason of any act or omission of any such person;
provided, however the "Lessee" shall not be liable for any
injury, damage or loss occasioned by the negligence of the
"City", its agents or employees.  The "City" shall give to the
"Lessee" prompt and timely notice of any claim made or suit
filed which in any way directly or indirectly, contingently or
otherwise, affects or might affect the "Lessee".  Except for
losses due to the negligent acts or omissions of the "City", its
agents or employees, the "Lessee" further covenants and agrees
it will not hold the "City" or any of its agents or employees
responsible for any loss or damage occasioned by fire, theft,
rain, flood, windstorm, hail, vandalism or from any other cause
whatsoever, whether said cause be the direct, indirect, or
merely a contributing factor in producing the loss or damage to
any property of the "Lessee" that may be located or stored on
the assigned premises or any other location at the airport, and
the "Lessee" agrees that storage of all property on the assigned
premises or elsewhere at the airport shall be at the "Lessee's"
risk.  The "Lessee" shall be responsible for all damage to
persons or property caused by carelessness, negligence, or
neglect on the "Lessee's" part.  The "City" shall not be liable
for any loss or damage suffered by the "Lessee" arising out of
the interruption of cessation of the business conducted by the
"Lessee" under this Agreement.

                                         ARTICLE IX, UTILITIES

        9.1     Utility (water, gas, electricity, sewage) and refuse
removal fees are included in the lease payment outlined in
paragraph 4.1 of this agreement.  However, should the "Lessee"
require any additional service, the "Lessee" agrees to bear all
costs associated with providing that service.  Additionally,
should the "City" be required to add to or alter the existing
level of utility service in a fashion that results in a
significant increase in utility rates, the "Lessee" agrees to
pay a proportionate share of the increase based on the ratio of
square footage of terminal space occupied by the "Lessee" to the
total square footage available for use by all tenants and
Concessionaires.  Further, the "Lessee" agrees to pay any
increased costs in the "City's" premiums for fire and casualty
insurance directly resulting from the "Lessee's" operation of
its business.  Charges for additional costs will be assessed
annually and shall be paid in monthly installments on the same
day the minimum guaranteed monthly payment is due.

                                  ARTICLE X, OBLIGATIONS OF THE CITY

        10.1    The "City" shall bear the expenses of water and sewage
services, electrical services, and refuse removal, subject to
the provisions of Article IX., supra.

        10.2    The "City" agrees to keep the terminal building of
which the assigned area is a part, in a good state of repair.

        10.3    It is understood the "City" shall have the
responsibility for snow removal around the "Lessee's" leased
area, on a priority basis with other airport property.

                                        ARTICLE XI, TERMINATION

        11.1    It is understood and agreed in the event the airport
terminal were to permanently close, or if the Morgantown
Municipal Airport were to cease operating as an air
transportation facility, this Agreement would automatically
terminate.  It is further understood and agreed in the event a
governmental order, court decree or other competent tribunal
having jurisdiction would require all commuter airline
operations at the airport cease, or if the United States
government or any of its agencies would assume control over the
airport in time of war or national emergency for military use,
then this Agreement would automatically abate during such
period.  The "City" agrees to give the "Lessee" prior notice as
is feasible upon the occurrence of such an event.

        11.2    The "City" may terminate this Agreement by giving the
"Lessee" 30 days advance written notice, to be served as
hereinafter provided, upon the happening of any one of the
following events:

        (a)     The making by the "Lessee" of a general assignment for
the benefit of creditors;

        (b)     The filing by the "Lessee" of a voluntary petition in
bankruptcy, or the institution of proceedings in bankruptcy
against the "Lessee" and the adjudication of the "Lessee" as a
bankrupt pursuant to such proceedings;

        (c)     The taking over of the "Lessee" or its assets by a
court of competent jurisdiction;

        (d)     The death (if an individual) or dissolution of the
"Lessee" or the divestiture of the "Lessee's" estate herein by
other operation of law;

        (e)     The failure of the "Lessee" to comply with and meet
all the laws or rules and regulations issued by the Federal
Aviation Administration or other governmental agency having
jurisdiction;

        (f)     The failure of the "Lessee" to keep and perform any of
the covenants or agreements herein contained on the part of the
"Lessee" to be kept and performed, provided the "City" shall
first give the "Lessee" written notice to remedy such failure,
and if the "Lessee" does not discontinue such failure within
thirty (30) days from receipt of such notice, the "City" may
terminate this Agreement and the right to operate the
concession.

        11.3    If the "Lessee" shall fail to pay the fees and charges
specified in this Agreement, or if any part thereof at any time
be in arrears and unpaid, or if the "Lessee" shall fail to keep
and perform and observe any of the covenants, agreements or
conditions of this Agreement on the part of said "Lessee" to be
kept, performed and observed, and if any of the aforesaid
defaults are not remedied within ten (10) days after the same
become due or if the "Lessee" shall die (if an individual),
dissolve, cease doing business, abandon the premises, become
insolvent or file a petition in bankruptcy, then it shall be
lawful for the "City", its successors or assigns to enter into
the assigned premises, and thereupon this Agreement shall cease,
terminate and be utterly void, without prejudice, however, to
the right of the "City" to recover from the "Lessee" all minimum
monthly payments due up to the time of such termination and all
damages for breach of this Agreement.  In the event of default
by the "Lessee" of any of the terms of this Agreement, the
"Lessee" shall pay to the "City" any costs and expenses,
including reasonable attorneys fees, incurred by the "City" to
enforce its rights under this Agreement or to recover damages
for its breach.

        11.4    No waiver of default by the "City" of any of the
terms, covenants, or conditions hereof to be performed, kept and
observed by the "Lessee" shall be construed to be or act as a
waiver of any subsequent default of any of the terms, covenants,
and conditions herein contained to be performed, kept and
observed by the "Lessee".  The acceptance of payment by the
"City" for any period or periods after default of any one of the
terms, covenants and conditions herein contained to be
performed, kept, and observed by the "Lessee" shall not be
deemed a waiver of any right on the part of the "City" to
terminate this Agreement due to failure by the "Lessee" to so
perform, keep or observe any of the terms or conditions of this
Agreement.

        11.5    Should the assigned area be totally or partially
destroyed by fire or other casualty, either party at its option,
may terminate this Agreement by giving the other party written
notice of the termination within fifteen (15) days after such
destruction.  In the event of termination, any payments made in
advance by the "Lessee" shall be prorated on a daily basis and
the portion attributable to the period subsequent to the
destruction shall be refunded.  Should the parties elect not to
terminate following total or partial destruction, the "Lessee"
shall restore the assigned area to a condition similar to that
immediately prior to the destruction, at its sole expense.  Any
such restoration of the assigned area shall begin as soon as
reasonably possible.  The "City" reserves the right to enter
into the assigned area whenever necessary to repair damage
caused by fire or other casualty to the building of which the
area is part even though the effect of such entry be to render
the assigned area or a part thereof temporarily unsuitable for
the "Lessee's" operation.

                                      ARTICLE XII, MISCELLANEOUS

        12.1    The covenants, conditions and agreement made and
entered into by the parties hereto are declared binding on their
respective heirs, executors, administrators, successors and
assigns.

        12.2    Any notice required to be made hereunder shall be
delivered as follows:  To the "City":  Airport Director,
Morgantown Municipal Airport, 100 Hart Field Road, Morgantown,
West Virginia 26505 or such place as may be designated from time
to time by the "City".  To the "Lessee":  Mountain State Flight
Services, d.b.a. Piedmont Aviation Services, Inc., in care of,
Aero Services International, Inc., 600 Newtown-Yardley Road,
Newtown, PA 18940 or such place as may be designated from time
to time by the "Lessee".

        12.3    This Agreement is subject and subordinate to the
provisions of any agreement made between the "City" and the
United States Government relative to the operation, maintenance,
or expansion of the airport or the airport terminal building,
the execution of which has been or may be required as a
condition precedent to the transfer of federal rights or
property to the "City" for airport or airport terminal building
purposes, or the expenditure of federal funds for the
improvement or development of the airport or the airport
terminal building in accordance with the provisions of the
Federal Aviation Act of 1958, the Airport and Airways
Improvement Act of 1982, the Airport and Airway Development Act
of 1970, the Airport and Airway Safety and Capacity Act of 1987,
the Airport Safety and Capacity Expansion Act of 1990, and the
Aviation Noise and Capacity Act of 1990 as they have been
amended from time to time.

        In the event the Federal Aviation Administration or its
successors requires modifications or changes in this Agreement
as a condition precedent to the granting of funds for the
improvement or expansion of the airport or the airport terminal
building, the "Lessee" agrees to consent to such amendments,
modifications, revisions, supplements, or deletions of any of
the terms, conditions, or requirements of this Agreement as may
be reasonably required to obtain such funds.

        12.4    The parties do hereby covenant and warrant this
Agreement contains the entire agreement between the "City" and
the "Lessee" for the purposes set forth in the preamble
hereinabove; that there are no claims, promises, representations
or conditions not herein contained, either oral or written,
which shall or may be charged or enforced or enforceable unless
reduced to writing and signed by both of the parties hereto.

        12.5    The Agreement shall be governed by the laws of the
State of West Virginia.

        IN WITNESS WHEREOF, the parties hereunto have caused this
Agreement to be executed by their proper officers the day and
year first above written.

                          CITY OF MORGANTOWN




                          BY:      Dan Boroff             
                      
                         City Manager



ATTEST:



Linda L. Little                     
City Clerk



                                       Mountain State
                                    Flight Services, Inc.



                                      By:      R. T. Brant            
                      
                                       President



ATTEST:



B. R. Adkins                       
Secretary