<PAGE>

                                                                   EXHIBIT 10.13

                           USE AND OCCUPANCY AGREEMENT

                                     BETWEEN

                        PAN AMERICAN WORLD AIRWAYS, INC.

                                       AND

                                  TEXACO, INC.

                                     TA-191

                                TETERBORO AIRPORT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section
Number                                         Title                                          Page
------                                         -----                                          ----
<S>        <C>                                                                                <C>
1.         Term..........................................................................       1

2.         Rights of User................................................................       1

3.         Fees to Pan American..........................................................       2

4.         Time of Payment and Computation of Amounts....................................       2

5.         Obstruction Lights............................................................       2

6.         Care, Maintenance and Repair..................................................       3

7.         Insurance.....................................................................       3

8.         Indemnity, Liability Insurance................................................       5

9.         Ingress and Egress............................................................       6

10.        Various Obligations of the User...............................................       6

11.        Prohibited Acts...............................................................       9

12.        Rules and Regulations.........................................................      11

13.        Signs.........................................................................      12

14.        Construction by the User......................................................      12

15.        Assignment and Sub-Use........................................................      12

16.        Condemnation..................................................................      13

17.        Non-Discrimination............................................................      14

18.        Governmental Requirements.....................................................      15

19.        Rights of Entry Reserved......................................................      16

20.        Basic Agreement...............................................................      17

21.        Patents, Trademarks...........................................................      17

22.        Additional Fees and Charges...................................................      17

23.        Right of Re-Entry.............................................................      18
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                                 <C>
24.        Surrender.....................................................................      18

25.        Termination by Pan American...................................................      18

26.        Survival of the Obligations of the User.......................................      20

27.        Use Subsequent to Cancellation or Termination.................................      21

28.        Remedies to be Non-Exclusive..................................................      21

29.        Limitation of Rights and Privileges Granted...................................      22

30.        Option for Renewal............................................................      22

31.        Removal of Personal Property..................................................      23

32.        Brokerage.....................................................................      23

33.        Notices.......................................................................      23

34.        Construction and Application of Terms.........................................      24

35.        Non-Liability of Individuals..................................................      24

36.        Abatement.....................................................................      24

37.        Port Authority Consent........................................................      24

38.        Entire Agreement..............................................................      24

           Exhibit A
           Consent Agreement.............................................................     1-4
</TABLE>

                                       2
<PAGE>

                                                     Teterboro Airport
                                                     Use and Occupancy Agreement
                                                     TA 191

                           USE AND OCCUPANCY AGREEMENT

         THIS AGREEMENT, made as of January 1, 1986, by and between PAN AMERICAN
WORLD AIRWAYS, INC. (hereinafter called "Pan American"), a New York Corporation,
and TEXACO, INC. (hereinafter called the "User"), a Delaware Corporation.

                                WITNESSETH THAT:

         WHEREAS, the Port Authority of New York and New Jersey (hereinafter
called "the Port Authority") is the owner of Teterboro Airport located in the
Boroughs of Teterboro, Moonachie and Hasbrouck Heights and in the Township of
Lyndhurst, County of Bergen in the State of New Jersey (hereinafter called "the
Airport"); and,

         WHEREAS, Pan American is the operator of the Airport and has the right
to operate and use the Airport under an agreement between Pan American and the
Port Authority dated September 19, 1967 (hereinafter called the "Basic
Agreement"); and

         WHEREAS, User by a Use and Occupancy Agreement, dated January 1, 1976,
bearing file designation TA-107, used and occupied certain premises at the
Airport; and

         WHEREAS, User desires to continue to use and occupy the area at the
Airport as hereinafter described;

         NOW, THEREFORE, for and in consideration of the respective promises and
mutual agreements made by the parties hereto hereinafter set forth Pan American
hereby grants to the User the right to use and occupy the areas at the Airport
shown in diagonal hatching on Exhibit A attached hereto, which exhibit is hereby
made a part hereof, together with all buildings, structures, improvements,
additions and permanent installations existing therein or thereon and
constructed and installed therein or thereon during the term of this Agreement
(hereinafter referred to as the "Space") upon the following terms and conditions
and it is hereby mutually agreed as follows:

1.       Term

         The term of this Agreement shall commence upon January 1, 1986
         ("effective date"), and, unless so terminated or extended, shall expire
         on December 31, 1990.

2.       Rights of User

2.1      The User shall use the Space for the storage and maintenance of
         aircraft owned, leased by or operated for the User and for private
         aircraft owned or leased by the elected officers and directors of the
         User and for no other purpose whatsoever.

                                       1
<PAGE>

2.2      Nothing contained in this Agreement shall give or shall be construed or
         deemed to give to the User any right to sell aviation fuel at the
         Airport except under a separate agreement with Pan American for bulk
         fuel storage and sale to authorized Permittees at the Airport.

2.2.1    The User shall be permitted to acquire its own petroleum products for
         purposes authorized hereunder from authorized Permittees at the
         Airport.

2.2.2    If at such time no Permittee at the Airport is able to supply the User
         with Texaco, Inc., petroleum products then the User may supply itself
         with its requirements for such petroleum products for its own use only,
         provided that the User shall pay to Pan American whatever fuel fees are
         applicable at the Airport at such time.

3.       Fees to Pan American

3.1      The User shall pay to Pan American a basic annual fee of Two Hundred
         Thousand Twenty-Two Dollars and Eighty Four Cents ($200,022.84) in
         monthly installments of Sixteen Thousand Six Hundred Sixty Eight
         Dollars and Fifty Seven Cents ($16,668.57) throughout the term of this
         Agreement.

4.       Time of Payment and Computation of Amounts

4.1      User shall pay to Pan American the monthly installments of the basic
         annual fee specified in Section 3.1 in advance on the first (1st) day
         of each and every month of this Agreement, provided, however, that if
         this Agreement is terminated on other than the last day of a month the
         last payment shall be the then effective monthly installment of the
         basic annual fee prorated in the same proportion the number of days the
         Agreement was effective in the last month bears to the actual number of
         days in said month.

4.2      The fees specified herein shall be payable at the office of the Manager
         of Teterboro Airport, 399 Industrial Avenue, Teterboro, New Jersey
         07608, or at such other location as may from time to time be
         substituted therefor.

5.       Obstruction Lights

         The User shall furnish such obstruction lights as Pan American shall
         direct, of the type and design approved by Pan American, and shall
         install said lights in the locations on the Space designated by Pan
         American and shall maintain them in first class operating condition at
         all times. The User shall furnish and install the bulbs and furnish the
         electricity necessary for the operation of the said lights, and shall
         operate the same in accordance with the directions of Pan American. Pan
         American hereby directs that all said obstruction lights shall, until
         further notice, be operated daily for a period commencing thirty (30)
         minutes before sunset and ending thirty (30) minutes after sunrise and
         for such other periods as may be directed or requested by the Control
         Tower of the Airport.

                                       2
<PAGE>

6.       Care, Maintenance and Repair

6.1      The User shall at its own expense at all times keep the Space and all
         the User's fixtures, equipment and personal property which are located
         in any parts of the Space which are open to or visible by the general
         public, in a clean and orderly condition and appearance.

6.2      The User shall at its own expense repair, replace or rebuild all or any
         part of the Space which may be damaged or destroyed by the acts or
         omissions of the User or by those of its employees, customers, guests
         or invitees or of other persons doing business with the User.

6.3      Further, the User at its own expense shall take good care of the Space,
         including without limitation paved areas, fences, roofs, skylights,
         steelwork, walls, partitions, floors, foundations, ceilings, columns,
         windows, doors, glass of every kind, plumbing, heating, lights,
         fire-protection, fire-alarm, sewerage, drainage, water-supply and
         electrical systems, including all pipes, wires, lines, conduits,
         equipment and fixtures and shall make all necessary structural and
         nonstructural repairs and replacements and do all necessary rebuilding
         and repainting, regardless of the cause or the condition requiring the
         same.

6.4      In the event the User fails to commence to so repair, replace, rebuild
         or paint as required above within a period of ten (10) days after
         notice from Pan American so to do, or fails diligently to continue to
         complete the repair, rebuilding, replacement, or painting of all the
         Space required to be repaired, replaced, rebuilt or painted by the User
         under the terms of this Agreement, Pan American may, at its option, and
         in addition to any other remedies which may be available to it, repair,
         replace, rebuild or paint all or any part of the Space included in the
         said notice, and charge the cost thereof to the User, the amount of
         such charge to constitute an item of additional fee.

7.       Insurance

7.1      During the term of this Agreement the User shall, insure and keep
         insured to the extent of One Hundred Percent (100%) of the replacement
         value thereof, all buildings, structures, improvements, installations,
         facilities, and fixtures now or in the future located on the Space
         against such hazards and risks as may now or in the future be included
         under the standard form of fire insurance policy of the State of New
         Jersey and also against damage or loss by windstorm, cyclone, tornado,
         hail, explosion, riot, civil commotion, aircraft, vehicles and smoke,
         under the standard form of fire insurance policy of New Jersey, and the
         form of extended coverage endorsement prescribed as of the effective
         date of the said insurance by the rating organization having
         jurisdiction, and also covering boiler and machinery hazards and risks
         and also, subject to the availability thereof, covering nuclear
         property losses and contamination hazards and risks in a separate
         insurance policy or policies or as an additional coverage endorsement
         to the aforesaid policies in the form as may now or in the future be
         prescribed as of the effective date of said insurance by the rating
         organization having jurisdiction.

                                       3
<PAGE>

7.2      The aforesaid insurance coverages and renewals thereof shall insure the
         Port Authority and Pan American as their interests may appear and shall
         provide that the loss, if any, shall be adjusted with Pan American and
         the Port Authority and shall be payable to the Port Authority or Pan
         American as their interests may appear.

7.3      In the event the Space or any part thereof shall be damaged by any
         casualty against which insurance is carried pursuant to this Section,
         the User shall promptly notify Pan American of such casualty, and shall
         thereafter furnish to Pan American such information and data as shall
         enable the parties to adjust the loss.

7.4      At least seven (7) days prior to the beginning of the term of this
         Agreement, the policies or certificates representing said insurance
         shall be delivered by the User to Pan American and each policy or
         certificate delivered shall bear an endorsement obligating the
         insurance company to furnish the Port Authority and Pan American twenty
         (20) days' advance notice of the cancellation of the insurance
         evidenced by said policy or certificates or of any changes or
         endorsements which may be made thereon. Renewal policies or
         certificates shall be delivered to Pan American at least twenty (20)
         days before the expiration of the insurance which such policies are to
         renew.

7.5      The aforesaid insurance shall be written by a company or companies
         approved by Pan American.

7.6      To the extent that any loss is recouped by actual payment to the Port
         Authority or Pan American of the proceeds of the insurance herein
         referred to above, such proceeds will be paid to the User to cover its
         costs of rebuilding or repairing the portion or all of the Space which
         has been damaged or destroyed. Such payment will be made by Pan
         American to the User in installments if requested by the User and as
         work progresses provided that as to each request for payment the User
         shall certify by a responsible officer or authorized representative
         thereof that the amounts requested are due and payable to its
         contractor for work completed. Upon completion of all the work, the
         User shall certify by a responsible officer or authorized
         representative that such rebuilding and repairs have been completed,
         that all costs in connection therewith have been paid by the User and
         said costs are fair and reasonable and said certification shall also
         include an itemization of costs. Nothing herein contained shall be
         deemed to release the User from any of its repair, maintenance or
         rebuilding obligations under the Agreement. If the proceeds of any such
         insurance paid to Pan American exceed the User's costs of rebuilding or
         repair, the excess of such proceeds shall be retained by Pan American.

7.7      If there is damage or destruction to the Space covered by insurance
         under this Section, the User shall promptly repair, rebuild or replace
         the damaged or destroyed portion of the Space.

7.8      If the User does not so properly proceed then Pan American may repair
         or rebuild and may apply such proceeds of such insurance towards such
         repair, replacement and rebuilding, but no such application shall
         relieve the User of its obligations under this

                                       4
<PAGE>

         Agreement, or Pan American in its discretion may elect to relieve the
         User of its obligations under this Agreement to repair, replace and
         rebuild the damaged or destroyed property, and not to have said
         property repaired, replaced or rebuilt and in such latter event the
         entire proceeds of the insurance shall be retained by Pan American.

7.9      If, moreover, there is damage or destruction to the property covered
         under this Section which occurs within the last three years of the term
         of the Agreement, the obligations of the User to repair, replace or
         rebuild such damaged or destroyed property shall be discharged
         (provided that the insurance applicable thereto has been maintained in
         full force and effect) and the entire proceeds of the insurance
         applicable thereto small be retained by Pan American.

8.       Indemnity, Liability Insurance

8.1      The User shall indemnify and hold harmless the Port Authority, its
         Commissioners, officers, employees and representatives; and Pan
         American, its subsidiaries and affiliates, their Directors, officers,
         employees and agents (to include reasonable attorney and other
         professional fees) from and against all claims and demands of third
         persons, including, but not limited to, claims and demands for death or
         personal injury or for property damage arising out of the use and
         occupancy of the Space by the User or out of any other acts or
         omissions of the User, its officers, employees on the Space or out of
         the acts or omissions of others on the Space with the consent of the
         User whether or not such claims, demands, causes of action,
         liabilities, etc., are made or asserted before or against termination
         or expiration of this Agreement.

8.2      In addition to the obligations set forth in the Subsection immediately
         above, the User, in its own name as assured, shall maintain and pay the
         premiums or the following described policies of comprehensive general
         including aircraft liability insurance and automobile liability
         insurance which shall cover its operations hereunder and shall be
         effective throughout the term in limits not lower than the following:

8.2.1    Combined single limit of $100,000,000 for bodily injury and property
         damage.

8.3      Neither the Port Authority nor Pan American shall be named as an
         insured in any policy of insurance required by this Agreement, unless
         the Port Authority or Pan American shall, at any time during the
         effective period of this Agreement, direct otherwise in writing, in
         which case the User shall cause the Port Authority and/or Pan American
         to be so named.

8.4      As to any insurance required by the provisions of this Agreement to be
         obtained by or at the direction of the User, a certified copy of each
         of the policies or certificates evidencing the existence thereof, or
         binders, together with evidence of the payment of the premium thereon,
         shall be delivered to Pan American within fifteen (15) days prior to
         occupancy by User of the Space. In the event any binder is delivered,
         it shall be replaced within thirty (30) days by a certified copy of the
         policy or a certificate. Each such copy or certificate shall contain a
         valid provision or endorsement that the

                                       5
<PAGE>

         policy may not be cancelled, terminated, changed or modified without
         giving twenty (20) days' written advance notice thereof to Pan
         American. A renewal policy shall be delivered to Pan American at least
         twenty (20) days prior to the expiration date of each expiring policy,
         except for any policy expiring after the date of expiration of the
         term. If at any time any of the policies shall be or become
         unsatisfactory to Pan American as to form or substance or if any of the
         carriers issuing such policies shall be or become unsatisfactory to Pan
         American, the User shall promptly obtain a new and satisfactory policy
         in replacement.

9.       Ingress and Egress

9.1      The User, its customers, its contractors, suppliers of material and
         furnishers of services shall have the right of ingress and egress
         between the Space and the city streets or public ways outside the
         Airport by means of such pedestrian or vehicular roadways to be used in
         common with others having rights of passage within the Airport, as may
         from time to time be designated by Pan American for the use of the
         public.

9.2      The User shall have the right of ingress and egress between the Space
         and the public landing areas at the Airport by means of connecting
         taxiways, to be used in common with others having rights of passage
         thereon.

9.3      The use of any such roadway or taxiway shall be subject to the Rules
         and Regulations of the Airport which are now in effect or which may
         hereafter be promulgated for the safe and efficient operation of the
         Airport. Pan American may, at any time, temporarily or permanently,
         close or consent to or request the closing of, any such roadway or
         taxiway and any other way at, in or near the Space presently or
         hereafter used as such, so long as a reasonable means of ingress and
         egress as provided above remains available to the User. The User hereby
         releases and discharges the Port Authority, its Commissioners,
         officers, employees and agents; Pan American, its subsidiaries, their
         Directors, officers, employees and agents and all municipalities and
         other governmental authorities and their respective successors and
         assigns, of and from any and all claims, demands, or causes of action
         which the User may now or at any time hereafter have against any of the
         foregoing, arising or alleged to arise out of the closing of any
         street, roadway or other area, whether within or outside the Space. The
         User shall not do or permit anything to be done which will interfere
         with the free access and passage of others to space adjacent to the
         Space or in any streets or roadways near the Space.

10.      Various Obligations of the User

10.1     The User shall conduct its operations in an orderly and proper manner
         and so as not to annoy, disturb or be offensive to others at the Space
         on the Airport. The User shall take all reasonable measures:

                                       6
<PAGE>

10.1.1   to eliminate vibrations tending to damage any equipment, structure,
         building or portion of a building which is on the Space, or is a part
         thereof, or is located elsewhere on the Airport, and

10.1.2   to keep the sound level of its operations as low as possible.

10.2     The User shall control the conduct, demeanor and appearance of its
         employees and invitees and of those doing business with it, and upon
         objection from Pan American concerning the conduct, demeanor or
         appearance of any such shall immediately take all lawful steps
         necessary to remove the cause of the objection. If Pan American shall
         so request, the User agrees to supply and require its employees to wear
         or carry badges or other suitable means of identification, which shall
         be subject to the prior and continuing approval of the Manager of the
         Airport.

10.3     It is the intent of the parties hereto that noise caused by aircraft
         engine operation shall be held to a minimum. To this end the User will
         conduct its operations in such a manner as to keep the noise produced
         by aircraft engines and component parts thereof to a minimum by such
         methods as are practicable, considering the extent and type of the
         operations of the User. In addition, the User will employ the maximum
         amount of noise arresting and noise reducing devices that are available
         and economically practicable, considering the extent of the operations
         of the User. In its use of the Space, the User shall take all possible
         care, caution and precaution and shall use its best efforts to minimize
         prop or jet blast interference to aircraft operating on or to
         buildings, structures and roadways, now located on or which in the
         future may be located on areas adjacent to the Space. In the event Pan
         American determines that the User has not curbed the prop or jet blast
         interference, the User hereby covenants and agrees to erect and
         maintain at its own expense such structure or structures as may be
         necessary to prevent prop or jet blast interference subject, however,
         to the prior written approval of Pan American as to type, manner and
         method of construction.

10.4     The User shall daily remove from the Space by means of facilities
         provided by User all garbage, debris and other waste materials arising
         out of or in correction with its operations hereunder, and any such not
         immediately removed shall be temporarily stored in a clean and sanitary
         condition in suitable garbage and waste receptacles, the same to be
         made of metal and equipped with tight-fitting covers, and to be of a
         design safely and properly to contain whatever material may be placed
         therein, said receptacles being provided and maintained by the User.
         The receptacles shall be kept covered except when filling or emptying
         the same. The User shall exercise extreme care in removing such
         garbage, debris and other waste materials from the Space. The manner of
         such storage and removal shall be subject in all respects to the
         continual approval of Pan American. No facilities of the Airport shall
         be used for such removal unless with Pan American's prior consent in
         writing. No such garbage, debris or other waste materials shall be or
         be permitted to be thrown, discharged or disposed into or upon the
         waters at or bounding the Space.

10.5     It is intended that the standards and obligations imposed by this
         Section shall be maintained or complied with by the User in addition to
         its compliance with all

                                       7
<PAGE>

         applicable Federal, State and Municipal laws, ordinances and
         regulations, and in the event that any of said laws, ordinances and
         regulations shall be more stringent than such standards and
         obligations, the User agrees that it will comply with such laws,
         ordinances and regulations in its operations hereunder. Changes in such
         laws or regulations are not grounds for termination of this Agreement.

10.6     The User shall promptly observe, comply with and execute the provisions
         of any and all present and future rules and regulations, requirements,
         orders and directions of the National Fire Protection Association and
         the Fire Insurance Organization of New Jersey or of any other board or
         organization exercising or which may exercise similar functions which
         may pertain or apply to the operations of the User on the Space and the
         User shall, subject to and in accordance with the provisions of this
         Agreement relating to construction by the User, make any and all
         structural or nonstructural improvements, alterations or repairs of the
         Space that may be required at any time hereafter by any such present or
         future rule, regulation, requirement, order or direction. If by reason
         of any failure on the part of the User to comply with the provisions of
         this Section, any fire insurance, extended coverage or other insurance
         rate on the Space or any part thereof, or on the Airport or any part
         thereof, shall at any time be higher than it otherwise would be, then
         the User shall pay to Pan American that part of all premiums paid by
         Pan American which shall have been charged because of such violation or
         failure by the User.

10.7     In addition to compliance by the User with all laws, ordinances,
         governmental rules, regulations and orders now or at any time in effect
         during the term of the use hereunder which as a matter of law are
         applicable to the operation, use or maintenance by the User of the
         Space or the operations of the User under this Agreement (the foregoing
         not to be construed as a submission by Pan American or the Port
         Authority to the application to itself of such requirements or any of
         them), the User agrees that it shall conduct all its operations under
         the Agreement and shall operate, use and maintain the Space in
         accordance with a high standard and in such manner that there will be
         at all times a minimum of air pollution, water pollution or any other
         type of pollution and a minimum of noise emanating from, arising out of
         or resulting from the operation, use or maintenance of the Space by the
         User and from the operations of the User under this Agreement. Pan
         American hereby reserves the right from time to time and at any time
         during the term of the Agreement to require the User, and the User
         agrees to design and construct at its sole cost and expense such
         reasonable structures, fences, equipment, devices and other facilities
         as may be necessary or appropriate to accomplish the objectives as set
         forth in the first sentence of this paragraph. All locations, the
         manner, type and method of construction and the size of any of the
         foregoing shall be determined by Pan American. The User shall submit
         for Pan American approval a Construction Application together with its
         plans and specifications covering the required work and upon receiving
         such approval shall proceed diligently to construct the same.

10.8     The obligations assumed by the User under the above paragraph shall
         continue throughout the term of this Agreement and shall not be
         limited, affected, impaired or in any manner modified by the fact that
         Pan American or the Port Authority shall

                                       8
<PAGE>

         have approved any Construction Application and supporting plans,
         specifications and contracts covering construction work and
         notwithstanding the incorporation therein of Pan American's or the Port
         Authority's recommendations or requirements and notwithstanding that
         Pan American and the Port Authority may have at any time during the
         term of the Agreement consented to or approved any particular procedure
         or method of operation which the User may have proposed, or Pan
         American or the Port Authority may have itself prescribed the use of
         any procedure or method. The agreement of the User to assume the
         obligations under the above paragraph is a special inducement and
         consideration to Pan American in entering into this Agreement with the
         User.

10.9     The Port Authority has applied for and received a grant or grants of
         money from the Administrator of the Federal Aviation Administration
         pursuant to the Federal Airport Act of 1946 and pursuant to the Airport
         and Airway Development Act of 1970 (49 U.S.C. 1701), as the same have
         been amended and supplemented, and the Port Authority may in the future
         apply for and receive further such grants. Pan American under its
         Operating Agreement with the Port Authority for Teterboro Airport,
         Dated September 19, 1967, has assumed certain obligations of the Port
         Authority under the Grant Agreement and in connection therewith, the
         Port Authority and Pan American may in the future undertake certain
         additional obligations respecting the operation of the Airport and the
         activities of contractors, lessees and permittees thereon. The
         performance by the User of the promises and obligations contained in
         this Agreement is therefore a special consideration and inducement to
         Pan American to enter into this Agreement and the User further
         covenants and agrees that if the Administrator of the Federal Aviation
         Administration or any other governmental officer or body having
         jurisdiction over the enforcement of the obligations of the Port
         Authority and/or Pan American in connection with Federal Airport Aid,
         shall make any orders, recommendations or suggestions respecting the
         performance by the User will promptly comply therewith, at the time or
         times when and to the extent that Pan American may direct.

10.10    The User shall be solely responsible for compliance with the provisions
         of this Section and no act or omission of Pan American shall relieve
         the User of such responsibility.

11.      Prohibited Acts

11.1     The User shall not install, maintain, operate or permit the
         installation, maintenance or operation of any restaurant, kitchen,
         stand or other establishment of any type for the sale of food or of any
         vending machines or device designed to dispense or sell merchandise or
         services of any kind to the public, except that User may, for the
         benefit of its employees, customers, guests and visitors install coin
         operated vending machines or services for the dispensing and sale of
         the following:

11.1.1   Hot and cold packaged foods;

11.1.2   Hot and cold beverages;

                                       9
<PAGE>

11.1.3   Candy and chewing gum;

11.1.4   Tobacco and tobacco products;

11.1.5   Newspapers and periodicals;

11.1.6   Telephone services (pay stations)

         (hereinafter called "vending machines").

11.2     If User, installs or causes to be installed vending machines on the
         Space for the limited sale of merchandise or services permitted
         hereunder, User shall have the right to retain the revenues derived
         therefrom, provided, however, that:

11.2.1   The User shall itself, and shall also require its contractors, to
         indemnify and hold harmless Pan American, its subsidiaries, their
         Directors, officers, agents and employees and the Port Authority, its
         Commissioners, officers, agents and employees (to include reasonable
         attorney's and other professional fees) from and against all claims and
         demands of third persons (including employees, (to include reasonable
         attorney and other professional fees) officers and agents of Pan
         American and the Port Authority) arising or alleged to arise out of the
         installation, operation or maintenance of the vending machines (or
         consumable obtained therefrom) or arising or alleged to arise out of
         any actual or alleged infringement of any patent, trademark or
         copyright or any alleged or actual unfair competition in any wise
         connected with the operation of the vending machines whether or not
         such claims, demands, causes of action, liabilities, etc. are made or
         asserted before or after termination or expiration of this agreement.

11.3     The limited right to install, operate and maintain vending machines
         granted to User herein may be terminated by Pan American at any time
         during the term of this Agreement upon ninety (90) days' notice to the
         User and Pan American, at any time thereafter, may substitute for the
         User's vending machines other machines selling similar merchandise or
         services operated by Pan American or by its permittee or concessionaire
         and thereupon User shall remove its machines.

11.4     Upon installation by Pan American or by its permittee or concessionaire
         of vending machines in substitution of User's vending machines, all
         revenues derived therefrom shall be retained by Pan American.

11.5     Upon rendering of notice to User of termination of the right to operate
         vending machines, Pan American may elect to permit User's vending
         machines to remain, but in such case, User shall pay or cause to be
         paid to Pan American each month for each machine upon the same basis
         for the preceding month as any permittee or concessionaire of Pan
         American then operating machines at the Airport for sale to the general
         public of similar merchandise or rendering of similar services.

11.6     The termination by Pan American of the limited right of User to install
         vending machines at the Space shall be nondiscriminatory in that
         similar rights granted to

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<PAGE>

         other Users at the Airport shall be terminated concurrently therewith,
         and in the exercise of such right by Pan American User shall not be
         entitled to assert any claim or institute any action or proceeding at
         law or in equity to assert any claim on account thereof whether for
         loss, damages or loss of revenue, consequential or otherwise.

11.7     The User shall nor overload any floor or paved area on the Space and
         shall repair any floor including supporting members and any paved area
         damaged by overloading.

11.8     The User shall not do or permit to be done anything which may interfere
         with the effectiveness or accessibility of the utility, mechanical,
         electrical, drainage and sewer systems, fire-protection system and
         other systems installed or located on or in the Space.

11.9     The User shall not commit any nuisance or permit its employees or
         others on the Space with its consent to commit or create or continue or
         tend to create any nuisance on the Space or in or near the Airport.

11.10    The User shall not cause or permit to be caused or produced upon the
         Space, to permeate the same or to emanate therefrom, any unusual,
         noxious or objectionable smokes, gases, vapor or odors.

11.11.1  The User shall not do or permit to be done any act or thing upon the
         Space which:

11.11.2  will invalidate or conflict with any fire insurance policies covering
         the Space or any part thereof, or the Airport or any part thereof; or

11.11.3  which, in the opinion of Pan American, may constitute an extra
         hazardous condition so as to increase the risks normally attendant upon
         the operations permitted by this Agreement; or

11.11.4  which will increase the rate of any fire insurance, extended coverage
         or other insurance on the Airport or any part thereof or upon the
         contents of any building or structure thereon.

12.      Rules and Regulations

12.1     User shall observe and obey and shall compel others on the Space and
         those doing business with it with respect to the Space to observe and
         obey such Rules and Regulations of the Airport as are now in effect or
         as may be promulgated from time to time for the government and conduct
         of operations of the Airport for reasons of safety, health or
         preservation of property, for the good and orderly appearance of the
         Space and for the safe and efficient operation and use of the Space. If
         a copy of the Rules and Regulations is not attached, then Pan American
         will make a copy thereof available to the User at the office of the
         Manager of Teterboro Airport.

                                       11
<PAGE>

13.      Signs

13.1     Except with the prior written approval of Pan American, the User shall
         not erect, maintain or display any advertising, signs, posters or
         similar devices at or on the Space.

13.2     Upon demand by Pan American, the User shall remove, obliterate or paint
         out any and all advertising, signs, posters and similar devices placed
         by the User on the Space or elsewhere on the Airport without the prior
         approval of Pan American. In the event of a failure on the part of the
         User so to remove, obliterate or paint out each and every sign or piece
         of advertising and so to restore the Space and the Airport, Pan
         American may perform the necessary work and the User shall pay the
         costs thereof to Pan American on demand.

14.      Construction by the User

14.1     The User shall not erect any structures, make any improvements or do
         any construction work on the Space, or install any fixtures (other than
         trade fixtures, removable without material damage to the Space, any
         such damage to be immediately repaired by the User) without the prior
         written approval of Pan American through the medium of a construction
         or alteration application and in the event any construction,
         improvement, alteration, modification, addition, repair or replacement
         is made without such approval, then upon reasonable notice so to do,
         the User will remove the same or at the option of Pan American, cause
         the same to be changed to the satisfaction of Pan American. In case of
         any failure on the part of the User to comply with such notice, Pan
         American may effect the removal or change and User shall pay the cost
         thereof to Pan American.

14.2     Title to any construction, improvement, alteration, modification or
         addition performed by User at or on the Space in accordance with a Pan
         American approved construction or alteration application shall vest in
         the Port Authority immediately upon completion without any further
         action or notice of any kind.

15.      Assignment

15.1     The User agrees that it will not grant the right of sub-use, sell,
         convey, transfer, assign, mortgage or pledge this Agreement or any part
         thereof or any rights granted thereby in the Agreement hereunder or any
         part hereof without the prior written consent of Pan American, which
         consent shall not be unreasonable withheld.

15.1.1   In the event that such right of sub-use is granted by Pan American, the
         User agrees to pay to Pan American an amount equal to Fifty Percent
         (50%) of any fees paid by the sub-user to the User in excess of the
         fees due to Pan American under Section 3 of the Agreement.

15.2     Notwithstanding the provisions of the foregoing subsection, the User
         may assign this Agreement in its entirety to any successor in interest
         to the User with or into which the User may be merged or consolidated
         or to any entity to whom the User has sold

                                       12
<PAGE>

         all or substantially all of its assets, provided that each such
         succeeding entity or purchaser shall execute and deliver an instrument
         to Pan American in a form satisfactory to Pan American assuming the
         obligations of the User under this Agreement, and provided, further,
         that the User shall execute and deliver to Pan American a statement to
         the effect the User's guarantee of the obligations hereunder shall
         cover hereunder the obligations of each succeeding entity or purchaser.

15.3     Nothing contained herein nor the privileges of assignment or granting
         the right of sub-use as set forth in Section 15.1.1 and 15.2 above
         shall be or be deemed to constitute a waiver or release of liability of
         the User and the User agrees that it shall at all time remain primarily
         liable for all of the obligations imposed upon it as User under this
         Agreement as if no assignment of or granting of right of sub-use under
         this Agreement was ever made or attempted.

15.4     If the User assigns, sells, conveys, transfers, mortgages, pledges or
         grants the right of sub-use under this Agreement in violation of the
         foregoing provisions of this Section 15, Pan American may collect from
         any assignee, sub-user or anyone who claims a right to this Agreement
         or who occupies the Space or any part thereof, and shall apply the net
         amount collected to the fees herein reserved; and no such collection
         shall be deemed a waiver by Pan American of the covenants contained in
         this Section 15 nor of acceptance by Pan American of any assignee,
         sub-user, claimant or occupant nor a release of the User by Pan
         American from the further performance by the User of the covenants
         contained herein.

16.      Condemnation

16.1     The User, in any action or proceeding instituted by any governmental
         agency or agencies for the taking for a public use of any interest in
         all or any part of the Space, shall not be entitled to assert any claim
         to any compensation or award or part thereof made or to be made therein
         or therefor, or to institute any action or proceeding or to assert any
         claim against such agency or agencies or against the Port Authority or
         Pan American, or its subsidiaries and affiliates for or on account of
         any such taking (except the possible claim to an award for loss of the
         User's removable fixtures), it being understood and agreed between Pan
         American and the User that Pan American shall be entitled to all the
         compensation or awards made or to be made or paid for in such taking,
         free of any claim or right of the User.

16.2     In the event of a taking of the entire Space by any governmental agency
         or agencies, then this Agreement shall be cancelled as of the date
         possession is taken from the Port Authority by the agency or agencies,
         and shall cease and expire in the same manner and with the same effect
         as if the Agreement had on that date expired.

16.3     In the event that all or any portion of the Space is required by the
         Port Authority to comply with any present or future governmental law,
         rules, regulation, requirement, order or direction, Pan American may by
         notice given to the User terminate the Agreement with respect to all or
         such portion of the Space so required. Such termination shall be
         effective on the date specified in the notice. The User hereby

                                       13
<PAGE>

         agrees to deliver possession of all or such portion of Space so
         required upon the effective date of such termination.

16.4     No taking by or conveyance to any governmental authority as described
         above nor any delivery by the User nor taking by the Port Authority
         pursuant to this subsection shall be or be construed to be a breach of
         this Agreement or be made the basis of any claim by the User against
         the Port Authority or Pan American or its subsidiaries and affiliates
         for damages, consequential or otherwise.

16.5     In the event of a taking by any governmental agency or agencies or by
         the Port Authority of a part of the Space, then use of such part only
         shall, as of the date possession thereof is taken, cease and determine,
         and the Fees thereafter to be paid by the User to Pan American shall be
         abated as hereinafter provided from and after the date of such taking.
         In the event that a substantial part shall be taken, which shall be
         deemed to mean a taking so extensive that the User is unable to use or
         operate the Space for the purposes expressed in this Agreement, then
         the User shall have the right to be exercised within thirty (30) days
         of the taking to terminate this Agreement, such termination to have the
         same effect as expiration.

17.      Non-Discrimination

17.1     Without limiting the generality of any of the provisions of this
         Agreement, the User, for itself, its successors in interest, and
         assigns, as a part of the consideration hereof, does hereby covenant
         and agree as a covenant running with the land that (1) no person on the
         grounds of sex, race, color, or national origin shall be excluded from
         participation in, denied the benefits of, or be otherwise subjected to
         discrimination in the use of the Space, (2) that in the construction of
         any improvement on, over, or under the Space and the furnishing of
         services thereon, no person on the grounds of race, color, or national
         origin shall be excluded from participation in, denied the benefits of,
         or otherwise subjected to discrimination, (3) that the User shall use
         the Space in compliance with all other 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, and any other present or
         future laws, rules, regulations, orders or directions of the United
         States of America with respect thereto which from tine to time may be
         applicable to the User's operations thereat, whether by reason of
         agreement between Pan American and the United States Government or
         otherwise.

17.2     The User assures that it will undertake an affirmative action program
         as required by 14 CFR Part 152, Subpart E, to insure that no person
         shall on the grounds of race, creed, color, national origin, or sex be
         excluded from participating in any employment activities covered in 14
         CFR Part 152, Subpart E. The User assures that no person shall be
         excluded on these grounds from participating in or receiving the
         services or benefits of any program or activity covered by this
         subpart. The User assures that it will require that its covered
         suborganization provide assurances to the

                                       14
<PAGE>

         User that they similarly will undertake affirmative action programs and
         that they will require assurances from their suborganizations, as
         required by 14 CFR Part 152, Subpart E, to the same effect.

17.3     The User shall include the provisions of the above subsections in every
         agreement or concession pursuant to which any person or persons, other
         than the User, operates any business or facility in or at the Space
         providing services to the public and shall also include therein a
         provision granting Pan American a right to take such action as the
         United States may direct to enforce such covenant.

17.4     The User's noncompliance with the provisions of this Section shall
         constitute a material breach of the Agreement. In the event of the
         breach by the User of any of the above nondiscrimination provisions,
         Pan American may take any appropriate action to enforce compliance; or
         in the event such noncompliance shall continue for a period of twenty
         (20) days after receipt of written notice from Pan American, Pan
         American shall have the right to terminate this Agreement with the same
         force and effect as a termination under the Section of the Agreement
         providing for termination for default by the User in the performance or
         observance of any other term or provision of the Agreement; or may
         pursue such other remedies as may be provided by law; and as to any or
         all of the foregoing, Pan American may take such action as the United
         States may direct.

17.5     The User shall indemnify and hold harmless Pan American, its
         subsidiaries and affiliates and the Port Authority (to include
         reasonable attorney's and other professional fees) from any claims and
         demands of third persons including the United States of America
         resulting from the User's noncompliance with any of the provisions of
         this Section and the User shall reimburse Pan American and the Port
         Authority for any loss or expense incurred by reason of such
         noncompliance, whether or not such claims, demands, causes of action,
         liability, etc., are made or asserted before or after termination or
         expiration of this agreement.

17.6     Nothing contained in this Section shall grant or shall be deemed to
         grant to the User the right to transfer or assign the Agreement, to
         make any agreement or concession of the type mentioned in this Section,
         or any right to perform any construction on the Space.

18.      Governmental Requirements

18.1     The User shall procure all licenses, certificates, permits or other
         authorization from all governmental authorities, if any, having
         jurisdiction over the User's operations at the Space which may be
         necessary for the User's operations thereat.

18.2     The User shall pay all taxes, license, certification, permit and
         examination fees and excise which may be assessed, levied, exacted or
         imposed on the Space or operation hereunder or on the gross receipts or
         income to User therefrom, and shall make all applications, reports and
         returns required in connection therewith.

                                       15
<PAGE>

18.3     Pan American has agreed by a provision in its agreement with the Port
         Authority covering the Airport to conform to the enactments,
         ordinances, resolutions and regulations of various governmental
         authorities having jurisdiction of the airport and of their various
         departments, boards and bureaus in regard to construction and
         maintenance of buildings and structures and in regard to health and
         fire protection. The User shall, within forty-eight (48) hours after
         its receipt of any notice of violation, warning notice, summons or
         other legal process for the enforcement of any such enactment,
         ordinance, resolution or regulation, deliver the same to Pan American.
         Unless otherwise directed in writing by Pan American because the same
         is inapplicable, the User shall conform to such enactments, ordinances,
         resolutions and regulations insofar as they relate to the operations of
         the User at the Space. In the event of compliance with any such
         enactment, ordinance, resolution or regulation on the part of the User,
         acting in good faith, commenced after such delivery to Pan American but
         prior to the receipt by the User of a written direction from Pan
         American, such compliance shall not constitute a breach of this
         Agreement, although Pan American thereafter notifies the User to
         refrain from such compliance.

18.4     The User shall promptly observe, comply with and execute the provisions
         of any and all present and future governmental laws, rules,
         regulations, requirements, orders and directions which may pertain or
         apply to the User's operations at the Space.

18.5     The User's obligations to comply with governmental requirements are
         provided herein for the purpose of assuring proper safeguards for the
         protection of persons and property at the Space.

19.      Rights of Entry Reserved

19.1     The Port Authority, by its officers, employees, agents, representatives
         and contractors and Pan American and its subsidiaries and affiliates by
         its officers, employees, agents, representatives and contractors shall
         have the right at all reasonable times to enter upon the Space for the
         purpose of inspecting the same, for observing the performance by the
         User of its obligations under this Agreement and for the doing of any
         act or thing which the Port Authority or Pan American nay be obligated
         or have the right to do under this Agreement, or otherwise.

19.2     Without limiting the generality of the foregoing, Pan American, by its
         officers, employees, agents, representatives and contractors and by the
         employees, agents, representatives and contractors of any furnisher of
         utility services in the vicinity, shall have the right, for its own
         benefit, for the benefit of the User, or for the benefit of others than
         the User at the Airport, to maintain existing and future utilities
         systems or portions thereof on the Space, including therein, without
         limitation thereto, systems for the supply of heat, water, gas, fuel,
         electricity and for the furnishing of fire-alarm, fire-protection,
         sprinkler, sewerage, drainage, telegraph and telephone services,
         including all lines, pipes, mains, wires, conduits and equipment
         connected with or appurtenant to such systems, and to enter upon the
         Space at all reasonable times to make such repairs, replacements or
         alterations as may, in the opinion of Pan American, be deemed necessary
         or advisable and, from time to time to construct or

                                       16
<PAGE>

         install over, in or under the Space new systems or parts thereof,
         including lines, pipes, mains, wires, conduits and equipment; provided,
         however, that in the exercise of such rights of repair, alteration or
         new construction Pan American shall not unreasonably interfere with the
         use and occupancy of the Space by the User.

19.3     The exercise of any or all of the foregoing rights by the Port
         Authority, Pan American or others shall not be or be construed to be an
         eviction of the User nor be made the grounds for any abatement of fees,
         nor any claim or demand for damages, consequential or otherwise.

19.4     Nothing in this Section shall impose or shall be construed to impose
         upon Pan American or the Port Authority any obligation so to construct
         or maintain or to make repairs, replacements, alterations or additions,
         or shall create any liability for any failure so to do.

20.      Basic Agreement

20.1     In the event the Basic Agreement is terminated, revoked, cancelled or
         expires, this Agreement shall terminate on the day preceding such date
         the same as if such preceding date were the expiration date of the term
         of this Agreement and such termination, revocation, cancellation or
         expiration of the Basic Agreement shall not be deemed a breach of this
         Agreement.

21.      Patents, Trademarks

21.1     The User represents that it is the owner of or fully authorized to use
         any and all services, processes, machines, articles, marks, names or
         slogans used by it in its operations under or in anywise connected with
         this Agreement. The User agrees to indemnify and to save and hold the
         Port Authority, Pan American, its subsidiaries and affiliates, their
         Commissioners, Directors, officers, employees, agents and
         representatives free and harmless of and from any loss, liability,
         expense, suit or claim for damages in connection with any actual or
         infringement of any patent, trademark or copyright, or arising from any
         alleged or actual unfair competition or other similar claim arising out
         of the operations of the User under or in anywise connected with this
         Agreement, whether or not such claims, demands, causes of action,
         liabilities, etc., are made or asserted before or after termination or
         expiration of this Agreement and to include reasonable attorney's and
         other professional fees.

22.      Additional Fees and Charges

22.1     If Pan American is required or elects to pay any sum or sums or incurs
         any obligations or expense by reason of the failure, neglect or refusal
         of the User to perform or fulfill any one or more of the conditions or
         agreements contained in this Agreement, or as a result of an act or
         omission of the User contrary to the said conditions and agreements,
         the User agrees to pay the sum or sums so paid or the expense so
         incurred, including all interest, costs, damages and penalties, and the
         same may be added to any installment of Fees thereafter due hereunder,
         and each and every part of the same shall be and become additional
         Fees, recoverable by Pan American

                                       17
<PAGE>

         in the same manner and with like remedies as if they were originally a
         part of the Fees as set forth in the Section entitled "Fees to Pan
         American" hereof.

23.      Right of Re-Entry

23.1     Pan American shall, as an additional remedy upon the giving of a notice
         of termination as provided in the Section entitled "Termination by Pan
         American" hereof, have the right to re-enter the Space and every part
         thereof upon the effective date of termination without further notice
         of any kind, and may regain and resume possession either with or
         without the institution of summary or any other legal proceedings or
         otherwise. Such re-entry or regaining or resumption of possession,
         however, shall not in any manner affect, alter or diminish any of the
         obligations of the User under this Agreement, and shall in no event
         constitute an acceptance of surrender.

24.      Surrender

24.1     The User covenants and agrees to yield and deliver peaceably to Pan
         American, possession of the Space on the date of cessation of the
         Agreement, whether such cessation be by termination, expiration or
         otherwise, promptly and in good condition, except for reasonable wear
         which does not cause or tend to cause deterioration of the improvements
         or adversely affect the efficiency or proper utilization thereof.

25.      Termination by Pan American

25.1     Upon the occurrence of any of the following events or at any time
         thereafter during the continuance thereof, Pan American may terminate
         the rights of the User under this Agreement upon five (5) days' written
         notice, such termination to be effective upon the date specified in
         such notice:

25.1.1   The User shall become insolvent or shall take the benefit of any
         present or future insolvency statute, or shall make a general
         assignment for the benefit of creditors, or file a voluntary petition
         in bankruptcy or a petition or an answer seeking an arrangement or its
         reorganization or the readjustment of its indebtedness under the
         federal bankruptcy laws or under any other law or statute of the United
         States or of any State thereof, or consent to the appointment of a
         receiver, trustee or liquidator of all or substantially all of its
         property; or

25.1.2   By order of decree of a court, the User shall be adjudged bankrupt or
         an order shall be made approving a petition filed by any of the
         creditors or, if the User is a corporation, by any of the stockholders
         of the user, seeking its reorganization or the readjustment of its
         indebtedness under the federal bankruptcy laws or under any law or
         statute of the United States or of any State thereof; or

25.1.3   A petition under any part of the federal bankruptcy laws or an action
         under any present or future insolvency law or statute shall be filed
         against the User and shall not be dismissed within thirty (30) days
         after the filing thereof; or

                                       18
<PAGE>

25.1.4   Except as may be provided in the Section of this Agreement entitled
         "Assignment," the interest of User under this Agreement shall be
         transferred to, pass to or devolve upon, by operation of law or
         otherwise, any other person, firm or corporation; or

25.1.5   The User, if a corporation, shall, without the prior written approval
         of Pan American, become a successor or merged corporation in a merger,
         a constituent corporation in a consolidation, or a corporation in
         dissolution; or

25.1.6   By or pursuant to, or under authority of any legislative act,
         resolution or rule, or any order or decree of any court or governmental
         board, agency or officer having jurisdiction, a receiver, trustee, or
         liquidator shall take possession or control of all or substantially all
         of the Space of the User and such possession or control shall continue
         in effect for a period of twenty (20) working days; or

25.1.7   The User shall voluntarily abandon, desert or vacate the Space or
         discontinue its operations at the Airport, or, after exhausting or
         abandoning any right of further appeal, the User shall be prevented for
         a period of sixty (60) days by action of any governmental agency having
         jurisdiction thereof, from conducting its operations at the Airport,
         regardless of the fault of the User; or

25.1.8   Any lien is filed against the Space because of any act or omission of
         the User and is not removed within forty-five (45) days after notice to
         the User thereof; or

25.1.9   The User shall fail duly and punctually to pay the Fees or to make any
         other payment required hereunder when due to Pan American and shall
         persist in its failure for a period of ten (10) days following the
         receipt of written notice of such default from Pan American; or

25.1.10  The User shall fail to keep, perform and observe each and every other
         promise and agreement set forth in this Agreement on its part to be
         kept, performed, or observed, within ten (10) days after receipt of
         notice of default thereunder from Pan American (except where
         fulfillment or its obligation requires activity over a period of time,
         and the User shall have commenced substantially to perform whatever may
         be required for fulfillment within ten (10) days after receipt of
         notice and continues diligently such substantial performance without
         interruption except for causes beyond its control); or

25.1.11  There shall be an occurrence of any of the events of default resulting
         in termination of any other use and occupancy agreements or permits
         between the User and Pan American at the Airport.

25.2     If any of the events enumerated in the above subsections of this
         Section shall occur prior to the effective date of this Agreement, the
         User shall not be entitled to enter into possession of the Space, and
         Pan American upon the occurrence of any such event, or at any time
         thereafter during the continuance thereof by twenty-four (24) hours'
         notice may cancel this Agreement, such cancellation to be effective
         upon the date specified in such notice.

                                       19
<PAGE>

25.3     No acceptance by Pan American of fees, charges, or other payments in
         whole or in part for any period or periods after a default of any of
         the terms, agreements and conditions hereof to be performed, kept or
         observed by the User shall be deemed a waiver of any right on the part
         of Pan American to terminate this Agreement.

25.4     No waiver by Pan American of any default on the part of the User in
         performance of any of the terms, covenants or conditions hereof to be
         performed, kept or observed by the User shall be or be construed to be
         a waiver by Pan American, of any other or subsequent default in
         performance of any of the valid terms, agreements and conditions.

25.5     The rights of termination described above shall be in addition to any
         other rights of termination provided in this Agreement and in addition
         to any rights and remedies that Pan American would have at law or in
         equity consequent upon any breach of this Agreement by the User, and
         the exercise by Pan American of any right of termination shall be
         without prejudice to any other such rights and remedies, except that in
         the event of termination pursuant to the portion of the subsection
         above of this Section reading "after exhausting or abandoning any right
         of further appeal, the User shall be prevented for a period of sixty
         (60) days by action of any governmental agency having jurisdiction
         thereof, from conducting its operations at the Airport, regardless of
         the fault of the User," the sole right of Pan American shall be a right
         of termination.

26.      Survival of the Obligations of the User

26.1     In the event that the Agreement shall have been terminated in
         accordance with a notice of termination as provided in the Section
         entitled "Termination by Pan American" hereof, or in the event that Pan
         American has re-entered, regained or resumed possession of the Space in
         accordance with the provisions of the Section entitled "Right of
         Re-Entry" hereof, all the obligations of the User under this Agreement
         shall survive such termination or cancellation, re-entry, regaining or
         resumption of possession and shall remain in full force and effect for
         the full term of this Agreement, and the amount or amounts of damages
         or deficiency shall become due and payable to Pan American to the same
         extent, at the same time or times, and in the same manner as if no
         termination, cancellation, re-entry, regaining or resumption of
         possession had taken place. Pan American may maintain separate actions
         each month to recover the damage or deficiency then due or at its
         option and at any time may sue to recover the full deficiency, for the
         entire unexpired term of the Agreement.

26.2     The amount of damages for the period of time subsequent to termination
         or cancellation (or re-entry, regaining or resumption of possession) on
         account of the User's Fee obligations, shall be the sum of the
         following:

26.2.1   The amount of the total of all installments of fees pursuant to the
         Section entitled "Fees to Pan American" hereof, less the installments
         thereof payable prior to the effective date of termination except that
         the credit to be allowed for the installment

                                       20
<PAGE>

         payable on the first (1st) day of the month in which the termination is
         effective shall be prorated for the part of the month the Agreement
         remains in effect on the basis of the total days in the month; and an
         amount equal to all expenses incurred by Pan American in connection
         with regaining possession, restoring the Space, acquiring a User for
         the Space, legal expenses (including but not limited to attorneys'
         fees), putting the Space in order including, without limitation to,
         cleaning, redecorating (on failure of the User to restore), maintenance
         and brokerage fees.

27.      Use Subsequent to Cancellation or Termination

27.1     Pan American, upon termination or cancellation pursuant to the Section
         entitled "Termination by Pan American" of this Agreement, or upon any
         re-entry, regaining or resumption of possession pursuant to the Section
         entitled "Right of Re-Entry" of this Agreement, may occupy the Space or
         may enter into an agreement with another User and shall have the right
         to permit any person, firm or corporation to enter upon the Space and
         use the same. Such use may be part only of the Space or of the entire
         Space or a part thereof, together with other space, and for a period of
         time the same as or different from the balance of the term hereunder
         remaining, and on terms and conditions the same as or different from
         those set forth in this Agreement. Pan American shall also, upon said
         termination or cancellation, or upon said re-entry, regaining or
         resumption of possession, have the right to repair and to make
         structural or other changes in the Space, including changes which alter
         the character of the Space and the suitability thereof for the purposes
         of the User under this Agreement, without affecting, altering or
         diminishing the obligations of the User hereunder.

27.2     In the event either of use by others or of any actual use and occupancy
         by Pan American, there shall be credited to the account of the User
         against its survived obligations hereunder any net amount remaining
         after deducting from the amount actually received from any User,
         licensee, permittee or other occupier in connection with the use of the
         said Space or portion thereof during the balance of the term of use and
         occupancy as the same is originally stated in this Agreement, or from
         the market value of the occupancy of such portion of the Space as Pan
         American may itself during such period actually use and occupy, less
         all expenses, costs and disbursements incurred or paid by Pan American
         in connection therewith.

27.3     No such use and occupancy shall be or be construed to be an acceptance
         of a surrender of the Space, nor shall such use and occupancy
         constitute a waiver of any rights of Pan American hereunder. Pan
         American will use its best efforts to minimize damages to User under
         this Section commensurate with its obligations under the Basic
         Agreement.

28.      Remedies to be Non-Exclusive

28.1     Except where otherwise specifically provided, all remedies provided in
         this Agreement shall be deemed cumulative and additional and not in
         lieu of or exclusive of each other or of any other remedy available to
         either party at law or in equity.

                                       21
<PAGE>

29.      Limitation of Rights and Privileges Granted

29.1     No exclusive rights at the Airport are granted by this Agreement and no
         greater rights or privileges with respect to the use of the Space or
         any part thereof are granted or intended to be granted to the User by
         this Agreement, or by any provision thereof, than the rights and
         privileges expressly and specifically granted hereby.

30.      Option for Renewal

30.1     The User shall have the right to extend this Agreement for an
         additional period of (5) years ("extended term") on the same terms and
         conditions except for fees and this option, upon condition that:

30.1.1   The User shall notify Pan American of its desire to so extend this
         Agreement on or before December 31, 1989; and

30.1.2   At both the date of receipt of notice to Pan American and on January 1,
         1991:

30.1.3   the User shall be in possession of and occupying the Space under this
         Agreement,

30.1.4   the User shall not be under notice of termination from Pan American,
         and

30.1.5   the User shall not be in default in the performance of any of the
         terms, covenants and agreements contained herein and to be performed by
         the User.

30.2     Upon the date the option shall have become effective and throughout the
         extended term User shall pay to Pan American the following fees:

30.2.1   A basic annual fee of Two Hundred Thousand Twenty Two Dollars and
         Eighty Four Cents ($200,022.84) multiplied by a fraction the numerator
         of which shall be all Urban Consumers of the Bureau of Labor Statistics
         of the United States Department of Labor, all items, Selected Large
         Cities for the New York - Northeastern New Jersey area (hereinafter
         called "the CPI") as published for the month of December 1990 and the
         denominator of which shall be the CPI published for the month of June
         1985.

30.2.2   In computing the basic annual fee for the extended term, in no event
         shall the basic annual fee be less than Two Hundred Thousand Twenty Two
         Dollars and Eight Four Cents ($200,022.84).

30.2.3   The basic annual fee for the extended term as computed in Section
         30.2.1 above shall be payable in equal monthly installments each and
         every month throughout the extended term.

                                       22
<PAGE>

31.      Removal of Personal Property

31.1     The User shall have the right at any time during the term of this
         Agreement to remove its equipment, inventories, removable fixtures and
         other personal property from the Space.

31.2     If the User shall fail to remove its property on or before the
         termination or expiration of the term, Pan American may remove such
         property to a public warehouse for deposit or retain the same in its
         own possession, all without insurance, and sell the same at public
         auction, the proceeds of which shall be applied first, to the expense
         of removal, storage and sale; second, to any sums owed by the User to
         Pan American, with any balance remaining to be paid to the User, but if
         the expenses of such removal, storage and sale shall exceed the
         proceeds of sale, the User shall pay such excess to Pan American upon
         demand.

32.      Brokerage

32.1     The User represents and warrants that no broker has been concerned on
         its behalf in the negotiation of this Agreement and that there is no
         such broker who is or may be entitled to be paid a commission in
         connection therewith. The User shall indemnify and save harmless Pan
         American its subsidiaries and affiliates of and from any claim for
         commission or brokerage made by any such broker when such claim is
         based in whole or in part upon any act or omission of the User, whether
         or not such claims, demands, causes of action, liabilities, etc., are
         made or asserted before or after termination or expiration of this
         Agreement (to include reasonable attorney's and other professional
         fees).

33.      Notices

33.1     Except where expressly required or permitted herein to be oral, all
         notices, requests, consents and approvals required to be given to or by
         either party shall be in writing, and all such notices and requests
         shall be personally delivered to the duly designated officer or
         representative of such party or delivered to the office of such officer
         or representative during regular business hours, or forwarded to him or
         to the party at such address by certified mail.

         Notices to Pan American shall be directed to:

                  J. Scott Piper
                  Authorized Representative
                  Pan Am World Services
                  Pan Am Building
                  Teterboro Airport, New Jersey  07608

                                       23
<PAGE>

         with copy to:

                  Airport Manager
                  399 Industrial Avenue
                  Teterboro Airport, New Jersey 07608

         Notices to User shall be directed to:

                  Manager, Aviation Transportation
                  Texaco, Inc.
                  177 Industrial Avenue
                  Teterboro Airport
                  Teterboro, New Jersey 07608

34.      Construction and Application of Terms

34.1     The Section and subsection headings, if any, in this Agreement, are
         inserted only as a matter of convenience and for reference and in no
         way define, limit or describe the scope of intent of any provision
         hereof.

35.      Non-Liability of Individuals

35.1     Neither the Directors of Pan American, its subsidiaries and affiliates,
         or User nor any officers, agents or employees thereof, shall be charged
         personally by the other with any liability or held liable to the other
         under any term or provision of this Agreement, or because of its
         execution or attempted execution, or because of any breach or attempted
         or alleged breach thereof.

36.      Abatement

36.1     If at any time the User shall become entitled to abatement of Fees by
         the provisions of this Agreement or otherwise, the abatement of Fees
         shall be made on an equitable basis giving effect to the amount and
         character of the Space, the use of which is denied the User as compared
         with the entire Space.

37.      Port Authority Consent

37.1     This Agreement shall become effective upon the execution hereof by all
         parties hereto and the execution of a Consent Agreement between and
         among the Port Authority, Pan American, and User.

38.      Entire Agreement

38.1     This Agreement consists of the following:

         Sections 1 through 38 and Exhibit A.

                                       24
<PAGE>

38.2     The foregoing constitutes the entire Agreement of the parties on the
         subject matter hereof. It may not be changed, modified, discharged or
         extended except by written instrument duly executed by Pan American and
         the User. The User agrees that no representations or warranties shall
         be binding upon Pan American unless expressed in writing in this
         Agreement.

                                       25
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed these presents as of the
day and year first above written.

                                            PAN AMERICAN WORLD AIRWAYS, INC.
ATTEST:

/s/ Illegible
-------------------------------             By /s/ Linda B. Young
                                              ----------------------------------

                                            Title: Authorized Representative
                                                  ------------------------------

                                            TEXACO INC.

                                            /s/ G. Marshall
                                            ------------------------------------
                                                           (User)

ATTEST:

/s/ R. Koch
-------------------------------             By General Manager
     Assistant Secretary                      ----------------------------------
                                            Title: Corporate Real Estate
                                                   Department

                                                  ------------------------------

                                       26
<PAGE>

                                                            Assignment Agreement
                                                                          TA-191

                                CONSENT AGREEMENT

THIS AGREEMENT, dated as of       , 1988, by and among THE PORT AUTHORITY OF NEW
YORK AND NEW JERSEY (hereinafter called "the Port Authority") and PAN AMERICAN
WORLD AIRWAYS, INC. (hereinafter called "the Airport Operator"), and TEXACO INC,
a Delaware corporation (hereinafter called "the Assignor") and ATLANTIC AVIATION
CORPORATION, a Delaware corporation (hereinafter called "the Assignee"),

WITNESSETH, THAT:

WHEREAS, the Port Authority and the Airport Operator have heretofore entered
into an agreement dated September 19, 1967 (which agreement, as the same has
been or may be supplemented and amended, is hereinafter called "the Main
Agreement") pursuant to which the Airport Operator is operating and using
Teterboro Airport (hereinafter called "the Airport"); and

WHEREAS, the Airport Operator entered into a Use and Occupancy Agreement with
the Assignor dated January 1, 1986 designated TA-191 and the Consent Agreement
in connection therewith (which Use and Occupancy Agreement as heretofore
supplemented and amended, is hereinafter referred to as "the Agreement" and
together with the said Consent Agreement, collectively hereinafter referred to
as the "Assigned Agreements").

WHEREAS, the Assignor proposes to assign the Agreement to the Assignee in
accordance with an "Assignment Agreement", a copy of which is attached hereto
and made a part hereof and hereafter referred to as "the Assignment Agreement",
subject to the consent of the Airport Operator and the Port Authority, and the
execution of a Consent Agreement by and among the Airport Operator, the
Assignor, the Assignee and the Port Authority pursuant to and in accordance with
the terms of the Main Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained, the Port Authority, the Airport Operator, the Assignor and the
Assignee hereby agree effective as of June 1, 1988 as follows:

1.       On the terms and conditions hereinafter set forth, the Port Authority
         and the Airport Operator consent to the Assignment Agreement.

2.       The execution of this instrument by the Airport Operator and the Port
         Authority does not constitute a representation by them that the
         Assignor has performed or fulfilled every obligation required by the
         Agreement; as to such matters the Assignee agrees to rely solely upon
         the representations of the Assignor.

3.       The Agreement shall terminate, without notice to the Assignee, on the
         day preceding the date of expiration or earlier termination of the Main
         Agreement, or on such earlier date as may be provided for in the
         Agreement.

                                       1
<PAGE>

4.       Neither this Consent Agreement, nor anything contained herein nor the
         consent granted hereunder shall constitute or be deemed to constitute a
         consent to nor shall they create an inference or implication that there
         has been consent to any enlargement, variation or change in the rights,
         powers and privileges granted to the Airport Operator under the Main
         Agreement, nor consent to the granting or conferring of any rights,
         powers or privileges to the Assignee as may be provided by the
         Agreement if not granted to the Airport Operator under the Main
         Agreement, nor shall the same impair or change any of the duties,
         liabilities and obligations imposed on the Airport Operator under the
         Main Agreement. The Assignment Agreement is an agreement between the
         Assignor and the Assignee with respect to the various matters set forth
         therein. Neither this Consent Agreement nor anything contained herein
         nor the consent granted hereunder shall apply and pertain as between
         the Airport Operator and the Port Authority, it being understood that
         the terms, provisions, covenants, conditions and agreements of the Main
         Agreement shall, in all respects, be controlling, effective and
         determinative. The specific mention of or reference to the Port
         Authority in any part of the Agreement or the Assignment Agreement
         including, without limitation thereto, any mention of any consent or
         approval of the Port Authority now or hereafter to be obtained, shall
         not be or be deemed to create an inference that the Port Authority has
         granted its consent or approval thereto under this Consent Agreement or
         shall thereafter grant its consent or approval thereto or that the
         subject matter as to which the consent or approval applies has been or
         shall be approved or consented to in principle or in fact or that the
         Port Authority's discretion pursuant to the Main Agreement as to any
         such consents or approvals shall in any way be affected or impaired.
         The lack of any specific reference in any provisions of the Assignment
         Agreement to Port Authority approval or consent shall not be deemed to
         imply that no such approval or consent is required and the Main
         Agreement shall in all respects be controlling, effective and
         determinative.

         No provision of the Assigned Agreements including, but not limited to,
         those imposing obligations on the Assignee with respect to laws, rules,
         regulations, taxes, assessments and liens, shall be construed as a
         submission or admission by the Port Authority that the same could or
         does lawfully apply to the Port Authority, nor shall the existence of
         any provision of the Assigned Agreements covering actions which shall
         or may be undertaken by the Assignee or the Airport Operator be deemed
         to imply or infer that Port Authority consent or approval thereto
         pursuant to the Main Agreement will be given or that Port Authority
         discretion with respect thereto will in any way be affected or
         impaired. References in this paragraph to specific matters and
         provisions shall not be construed as indicating any limitation upon the
         rights of the Port Authority with respect to its discretion as to the
         granting or withholding approvals or consents as to other matters and
         provisions in the Assigned Agreements or the Assignment Agreement which
         are not specifically referred to herein.

5.       The Assignee, in its operations under or in connection with the
         Assigned Agreements shall be subject to the applicable terms,
         provisions, covenants and conditions of the Main Agreement. Without in
         any way affecting the obligations of the Airport Operator under the
         Main Agreement and under this Consent Agreement, all acts and omissions
         of the Assignee shall be deemed to be acts and omissions of the Airport
         Operator under the Main Agreement, but notwithstanding the foregoing
         shall not constitute a breach thereof

                                       2
<PAGE>

         if, except for causes beyond the control of the Airport Operator, it
         shall have commenced to remedy said default within twenty (20) days
         after receipt of notice thereof from the Port Authority and continues
         diligently to pursue such remedy.

6.       Neither the Assigned Agreements nor the Assignment Agreement shall be
         changed, modified, discharged or extended except by written instrument
         duly executed by the parties thereto and only with the express prior
         written consent of the Port Authority.

7.       If the Airport Operator shall at any time be in default of its
         obligations under the Main Agreement to make payments to the Port
         Authority, or if there shall occur at any time an event involving
         insolvency, bankruptcy, arrangement or reorganization of the Airport
         Operator which under the terms of the Main Agreement would constitute
         an event the occurrence of which grants the Port Authority the right to
         terminate the Main Agreement, and provided the same has not been cured
         within the time granted therefor, if any, under the Main Agreement, the
         Assignee shall on demand of the Port Authority pay directly to the Port
         Authority any fee or other amount due to the Airport Operator. No such
         payment shall relieve the Airport Operator from any obligations under
         the Main Agreement or under this Consent Agreement but all such
         payments shall be credited against the obligations of the Airport
         Operator and of the Assignee for each payment or part thereof.

8.       The granting of the consent hereunder by the Port Authority shall not
         be or be deemed to operate as a waiver of consent to any subsequent
         agreement with respect to privileges at the Airport (by the Airport
         Operator or by the Assignee) or to any assignment of the Main Agreement
         or the Assigned Agreements or of any rights under either of them,
         whether in whole or in part.

9.       In the event of any substantial default by the Assignee under any of
         the provisions of this Consent Agreement and said default has not been
         cured within thirty (30) days after the Port Authority has served a
         notice of such default upon the Airport Operator and the Assignee, the
         Port Authority shall have the right to revoke the consent granted
         hereunder upon thirty (30) days' written notice to the Airport Operator
         and the Assignee, but no such revocation shall be deemed to affect the
         Main Agreement and the continuance thereof, it being understood,
         moreover, that the foregoing shall not be deemed to affect or limit any
         rights of the Port Authority under the Main Agreement or the Assigned
         Agreements. In the event of the revocation of the consent hereunder as
         hereinabove provided, the Airport Operator shall immediately terminate
         the Agreement.

10.      Reference herein to the Assignee shall mean and include the Assignee,
         its officers, agents, employees and also others on the space covered by
         the Agreement or on the Airport with the consent of the Assignee.

11.      Neither the Commissioners of the Port Authority nor any of them, nor
         any officer, agent or employee thereof shall be held personally liable
         to the Airport Operator, to the Assignor or to the Assignee under any
         term or provision of this Consent Agreement or because of its execution
         or because of any breach or alleged breach hereof.

                                       3
<PAGE>

12.      Neither the Directors of the Airport Operator, nor any of them, nor any
         officer, agent or employee thereof shall be personally liable to the
         Assignor or the Assignee under any term or provision of this Consent
         Agreement or because of its execution or because of any breach or
         alleged breach thereof.

                                       4
<PAGE>

                            CERTIFICATE OF SECRETARY

         I, Franklin S. Eyster, II, certify that I am the Secretary of the
corporation named in the attached agreement; that Donald R. Romano, who signed
said authorized agreement on behalf of the corporation was then the Senior Vice
President and Treasurer of said corporation; that said agreement was duly signed
for and in behalf of said corporation by authority of its governing body, and is
within the scope of its corporate powers.

                                     /s/ Franklin S. Eyster, II
                                     -------------------------------------------
                                               Franklin S. Eyster, II

                                                  (Corporate Seal)

STATE OF DELAWARE    )
                     ) SS.
NEW CASTLE COUNTY    )

         On this 8th day of July, One Thousand Nine Hundred and Eighty Eight
before me, Victoria A. Tait, a Notary Public in and for the County of New
Castle, State of Delaware, duly commissioned and qualified, personally appeared
Franklin S. Eyster, II, known to me to be the person described in and whose name
is subscribed to the attached instrument, and acknowledged to me that he
executed the instrument for the purposes and consideration therein stated.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my office
seal, at my office the day and year in this certificate first written above.

                                     /s/ Victoria A. Tait
                                     -------------------------------------------
                                                    Notary Public

My Commission Expires:
August 27, 1990

                                       1
<PAGE>

I, Catherine Doherty, certify that I am the Assistant Secretary of the
corporation named in the attached agreement; that Les Gertach who signed
said authorized agreement on behalf of the corporation was then the
__________________ of said corporation; that said agreement was duly signed for
and in behalf of said corporation by authority of its governing body, and is
within the scope of its corporate powers.

                                     /s/ Catherine Doherty
                                     -------------------------------------------
                                                    (Signature)

                                                  (Corporate Seal)

STATE OF NEW YORK

COUNTY OF WESTCHESTER

         On this 2nd day of August, One Thousand Nine Hundred and Eighty Eight
before me, Lerodie A. Robertson, a Notary Public in and for the County of
Westchester, State of New York, duly commissioned and qualified, personally
appeared Catherine Doherty, known to me to be the person described in and whose
name is subscribed to the attached instrument, and acknowledged to me that he
executed the instrument for the purposes and consideration therein stated.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my office
seal, at my office the day and year in this certificate first written above.

                                     By: /s/ Lerodie A. Robertson
                                         ---------------------------------------

My Commission Expires:

March 30, 1989

                                       1
<PAGE>

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement made this 8th day of July, 1988, between
ATLANTIC AVIATION CORPORATION a Delaware corporation, with its principal place
of business at 153 North DuPont Highway, Greater Wilmington Airport, New Castle,
Delaware 19720 ("Atlantic") and TEXACO INC., a Delaware corporation, with an
office at 2000 Westchester Avenue, White Plains, New York 10650 ("Texaco").

         A.       Texaco uses and occupies space at Teterboro Airport located in
Bergen County, New Jersey, pursuant to a Use and Occupancy Agreement with Pan
American World Airways, Inc. bearing file designation TA 191, and the Consent
Agreement in connection with the foregoing, which Use and Occupancy Agreement,
together with said Consent Agreement, are hereafter collectively referred to as
(the "Agreement").

         B.       Atlantic uses and occupies space at the Airport adjacent to
the space occupied by Texaco and wishes to expand the area occupied by it.

         C.       Texaco and Atlantic have agreed to an assignment of the
Agreement.

         NOW, THEREFORE, Texaco and Atlantic agree as follows:

         1.       Texaco assigns to Atlantic all of its right, title and
interest in and to the Agreement, a true, correct and complete copy of which
with all amendments thereto is attached to this Assignment Agreement as Exhibit
A.

         2.       Atlantic accepts the assignment and agrees to perform and
observe all the terms, conditions and obligations in the Agreement which were
imposed on Texaco, as though Atlantic were the original signatory to the
Agreement, and to hold harmless and indemnify Texaco from any claims, demands or
actions brought against it by reason of the failure of Atlantic to observe and
perform the terms, conditions and obligations of the Agreement.

         3.       Texaco warrants that as of the date Atlantic occupies the
space that the Agreement is in full force and effect; it is not in default;
Texaco has committed no act or omission that could give rise to a default and
that all fees required to be paid have been paid through April 30, 1988.

         4.       This Assignment Agreement is subject to the approval of Pan
American World Airways, Inc. ("Pan American") and The Port Authority of New York
and New Jersey ("Port Authority"). Atlantic will submit the Assignment Agreement
to Pan Am for approval.

         5.       Texaco shall use its best efforts to vacate the space on or
prior to June 1, 1988, but Texaco shall incur no liability if for any reason it
is unable to do so.

                                       1
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Assignment Agreement
as of the date first above written.

                                               TEXACO INC.

ATTEST:                                        By: /s/ Les Gerlach
                                                  ------------------------------
/s/ Catherine Doherty
-------------------------------                Title: Manager Aviation Transport
                                                     ---------------------------
            Secretary

                                               ATLANTIC AVIATION CORPORATION

ATTEST:                                        By: /s/ Illegible
                                                  ------------------------------
/s/ Franklin S. Eyster, II
-------------------------------                Title: Illegible
            Secretary                                ---------------------------


                                       2
<PAGE>

                            CERTIFICATE OF SECRETARY

         I, Franklin S. Eyster, II, certify that I am the Secretary of the
corporation named in the attached agreement; that Donald R. Romano, who signed
said authorized agreement on behalf of the corporation was then the Senior Vice
President and Treasurer of said corporation; that said agreement was duly signed
for and in behalf of said corporation by authority of its governing body, and is
within the scope of its corporate powers.

                                            /s/ Franklin S. Eyster, II
                                     -------------------------------------------
                                                Franklin S. Eyster, II

                                                   (Corporate Seal)

STATE OF DELAWARE    )
                     )   SS.
NEW CASTLE COUNTY    )

         On this 8th day of July, One Thousand Nine Hundred and Eighty Eight
before me, Victoria A. Tait, a Notary Public in and for the County of New
Castle, State of Delaware, duly commissioned and qualified, personally appeared
Franklin S. Eyster, II, known to me to be the person described in and whose name
is subscribed to the attached instrument, and acknowledged to me that he
executed the instrument for the purposes and consideration therein stated.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my office
seal, at my office the day and year in this certificate first written above.

                                             /s/ Victoria A. Tait
                                     -------------------------------------------
                                                  Notary Public

My Commission Expires:
August 27, 1990

                                       1
<PAGE>

I, Catherine Doherty, certify that I am the Assistant Secretary of the
corporation named in the attached agreement ("Texaco Inc."); that Les Gerlach
who signed said authorized agreement on behalf of the corporation was then the
Manager of Aviation Transport of said corporation; that said agreement was duly
signed for and in behalf of said corporation by authority of its governing body,
and is within the scope of its corporate powers.

                                               /s/ Catherine Doherty
                                     -------------------------------------------
                                                     (Signature)

                                                   (Corporate Seal)

STATE OF NEW YORK

COUNTY OF WESTCHESTER

         On this 2nd day of August, One Thousand Nine Hundred and Eighty Eight
before me, _____ A. Robertson, a Notary Public in and for the County of
Westchester; State of New York, duly commissioned and qualified, personally
appeared Catherine Doherty, known to me to be the person described in and whose
name is subscribed to the attached instrument, and acknowledged to me that he
executed the instrument for the purposes and consideration therein stated.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my office
seal, at my office the day and year in this certificate first written above.

                                     By:  /s/ Lerodie A. Robertson
                                        ----------------------------------------

My Commission Expires:

March 30, 1989

                                       1
<PAGE>

                                                       Teterboro Airport
                                                       Use & Occupancy Agreement
                                                       Agreement TA-191
                                                       Supplement No. 1

                              Supplement Agreement

                  THIS AGREEMENT, made this 23rd day of January, 1995 by and
between JOHNSON CONTROLS WORLD SERVICES INC. (hereinafter called "Johnson
Controls"), a Florida State Corporation, and ATLANTIC AVIATION CORPORATION, a
Delaware corporation (hereinafter called "the User").

                  WITNESSETH, THAT:

                  WHEREAS, The Port Authority of New York and New Jersey
(hereinafter called "the Port Authority"), is the owner of Teterboro Airport
located in the Boroughs of Teterboro, Moonachie and Hasbrouck Heights and in the
Township of Lyndhurst, County of Bergen in the State of New Jersey; and

                  WHEREAS, Johnson Controls is the operator of Teterboro Airport
and has the right to operate and use the Airport as successor - assignee to an
agreement between Pan American World Airways, Inc ("Pan American") and the Port
Authority dated September 19, 1967 (Basic Agreement") ; and

                  WHEREAS, Pan American entered into a Use and Occupancy
Agreement with Texaco, Inc. dated as of January 1, 1986 designated TA-191 and a
Consent Agreement in connection therewith (which Use and Occupancy Agreement is
hereinafter referred to as the "the Agreement"); and

                  WHEREAS, the Agreement was assigned to Atlantic Aviation
Corporation pursuant to an Assignment Agreement (hereinafter called the
"Assignment Agreement") between Texaco Inc. and Atlantic Aviation Corporation
dated July 8, 1988; and

                  WHEREAS, the User and Johnson Controls desire to amend and
extend the term of the Agreement as hereinafter provided.

                  NOW, THEREFORE, in consideration of the mutual agreements and
respective promises herein contained, and made by the parties hereto, it is
mutually agreed as follows:

         1.       Section 1 "Term: The expiration date of December 31, 1990, as
                  revised by Letter Renewal Notice dated September 29, 1989,
                  which revised the expiration date to December 31, 1995 is now
                  changed to read "December 30, 1999".

         2.       Section 3 "Fees" shall be amended by adding a new
                  subparagraphs 3.2 as follows:

                  "3.2 Beginning January 1, 1996, and continuing until December
                  30, 1999, the User shall pay to Johnson Controls a monthly fee
                  whichever is the greater of:

                                       1
<PAGE>

                           (i)      Twenty Five Thousand Dollars and Zero Cents
                                    ($25,000.00); or

                           (ii)     Sixteen Thousand Six Hundred Sixty Eight
                                    Dollars and Fifty Cents ($16,668.50)
                                    multiplied by a fraction, the numerator of
                                    which shall be the CPI (as hereinafter
                                    defined) published for the month of
                                    December, 1995 and the denominator shall be
                                    the CPI published for the month of June,
                                    1985.

         3.       Except as provided herein, all the terms, covenants and
                  conditions of the Agreement remain and shall be in full force
                  and effect.

         4.       Neither the Directors of Johnson Controls, its subsidiaries
                  and affiliates, nor any officer or employee thereof shall be
                  charged personally by the user with any liability or held
                  liable to it under any term or provision of this Supplement,
                  or because of its execution or attempted execution, or because
                  of any breach or attempted or alleged breach thereof.

IN WITNESS WHEREOF, the parties hereto have executed these presents as of the
day and year first above written.

ATTEST:                                   JOHNSON CONTROLS WORLD SERVICES INC.

/s/ Illegible                             By: /s/ Illegible
----------------------------------           -----------------------------------

Title: Illegible                          Title: Vice President
      ----------------------------

ATTEST:                                   ATLANTIC AVIATION CORPORATION

/s/ H.J. Esposito                         By: /s/ Franklin S. Eyster, II
----------------------------------           -----------------------------------

Title: Illegible                          Title: Sr. VP
      ----------------------------              --------------------------------

                                       2
<PAGE>

                                CONSENT AGREEMENT

                  THIS AGREEMENT, dated as of January 23, 1995 by and among THE
PORT AUTHORITY OF NEW YORK AND NEW JERSEY (herein after called "The Port
Authority") and JOHNSON CONTROLS WORLD SERVICES INC. (hereinafter called "the
Airport Operator") and ATLANTIC AVIATION CORPORATION (hereinafter called "the
User"),

                  WITNESSETH, THAT:

                  WHEREAS, the Port Authority and the Airport operator have
heretofore entered into an agreement dated September 19, 1967 (which agreement,
as the same has been or may hereafter be supplemented and amended, is
hereinafter called "the Main Agreement"), pursuant to which the Airport Operator
is operating and using Teterboro Airport (hereinafter called "the Airport"); and

                  WHEREAS, pursuant to and in accordance with the terms of the
Main Agreement, the Airport Operator and the User, have entered into a Use and
Occupancy Agreement dated January 1, 1986 with the consent of the Port Authority
which Use and Occupancy Agreement has been designated TA-191; and

                  WHEREAS, the Port Authority, the Airport Operator and the User
entered into a Consent Agreement dated as of January 1, 1986 (hereinafter called
"the Use and Occupancy Consent Agreement"), wherein the Port Authority gave its
consent to the Use and Occupancy Agreement; and

                  WHEREAS, the Airport Operator and the User desire to
supplement the above referenced Use and Occupancy Agreement, a copy of which
Supplement is attached hereto, made a part hereof and hereafter called "the
supplement", subject to the consent of the Port Authority and the execution of a
Consent Agreement by and among the Airport Operator, the User and the Port
Authority.

                  NOW, THEREFORE, for and in consideration of the covenants and
mutual agreements contained, the Port Authority, the Airport Operator and the
User hereby agree effective as of the effective date of the Supplement as
follows:

         1.       On the terms and condition hereinafter set forth, the Port
                  Authority consents to the Supplement.

         2.       It is hereby specifically agreed that all of the terms and
                  provisions of the Use and Occupancy Consent Agreement shall
                  apply with like effect to this consent to the Supplement as
                  though each and every such term and such provision were
                  incorporated herein.

         3.       Neither the Commissioner of the Port Authority nor any of
                  them, nor any officer, agent or employee thereof shall be held
                  personally liable to the Airport Operator or to the User under
                  any term or provision of this Consent Agreement to the
                  Supplement or because of its execution or because of any
                  breach or alleged breach hereof.

                                       1
<PAGE>

IN WITNESS WHEREOF, the Port Authority, the Airport Operator and the User have
executed these presents.

                                          PORT AUTHORITY OF NEW YORK AND
                                            NEW JERSEY

ATTEST:

/s/ Lysa C. Meduri                        By: /s/ Illegible
----------------------------------           -----------------------------------

Title: Acting Secretary                   Title: /s/ Illegible
      ----------------------------              --------------------------------

                                          JOHNSON CONTROLS WORLD SERVICES INC.

ATTEST:

/s/ Illegible                             By: /s/ Illegible
----------------------------------           -----------------------------------

Title: Illegible                          Title: Vice President
      ----------------------------              --------------------------------

                                          ATLANTIC AVIATION CORPORATION
                                                     (User)

ATTEST:

/s/ H.J. Esposito                         By: /s/ Franklin S. Eyster, II
----------------------------------           -----------------------------------

Title: Illegible                          Title: Sr. VP
      ----------------------------             --------------------------------

                                       2
<PAGE>

                                                       Teterboro Airport
                                                       Use & Occupancy Agreement
                                                       Agreement TA-191
                                                       Supplement No. 2

                              Supplement Agreement

                  THIS AGREEMENT, dated this 27 day of May, 1999 by and between
JOHNSON CONTROLS WORLD SERVICES INC. (hereinafter called "Johnson Controls"), a
Florida Corporation, and ATLANTIC AVIATION CORPORATION, a Delaware corporation
(hereinafter called "the User").

                  WITNESSETH, THAT:

                  WHEREAS, The Port Authority of New York and New Jersey
(hereinafter called "the Port Authority"), is the owner of Teterboro Airport
located in the Boroughs of Teterboro, Moonachie and Hasbrouck Heights and in the
Township of Lyndhurst, County of Bergen in the State of New Jersey; and

                  WHEREAS, Johnson Controls is the operator of Teterboro Airport
and has the right to operate and use the Airport as successor - assignee to an
agreement between Pan American World Airways, Inc ("Pan American") and the Port
Authority dated September 19, 1967 ("Basic Agreement"); and

                  WHEREAS, Pan American entered into a Use and Occupancy
Agreement with Texaco, Inc. dated as of January 1, 1986 and designated TA-191
and a Consent Agreement in connection therewith (which Use and Occupancy
Agreement, as the same has heretofore been supplemented or amended, and Consent
Agreement are hereinafter collectively referred to as the "Agreement"); and

                  WHEREAS, the Agreement was assigned to the User pursuant to an
Assignment Agreement between Texaco Inc. and the User dated July 8, 1988 and a
Consent Agreement in connection therewith (which Assignment Agreement and
Consent Agreement are hereinafter collectively called the "Assignment
Agreement"); and

                  WHEREAS, the User, in accordance with the terms of Supplement
No. 4 to Use and Occupancy Agreement designated TA-121, has agreed to the
demolition of the facility known as Hangar 2 and the construction of a
replacement facility; and

                  WHEREAS, the User and Johnson Controls desire to amend and
extend the term of the Agreement as hereinafter provided in order to provide
sufficient time to construct said replacement facility;

                  NOW, THEREFORE, in consideration of the mutual agreements and
respective promises herein contained and made by the parties hereto, it is
mutually agreed, effective as of the date of this Supplement, as follows:

                                       1
<PAGE>

         1.       Effective on May 31, 1999, Exhibit A to the Agreement shall be
                  deemed deleted and of no further effect, and reference to
                  "Exhibit A" in the Agreement shall be deleted and substituted
                  by reference "Exhibit A-1".

         2.       Effective on June 1, 1999, the Space under the Agreement shall
                  be the area set forth in hatching on Exhibit A-1, attached
                  hereto and made a part hereof, together with all buildings,
                  structures, improvements, additions and permanent
                  installations constructed and installed or to be constructed
                  and installed therein or thereon or thereunder during the
                  remainder of the term of this Agreement (hereinafter
                  collectively referred to as the "Space").

         3.       The parties hereby agree that the term of the Agreement shall
                  be extended beyond the current expiration date of December 30,
                  1999 to expire thirty (30) days after the completion (as
                  hereinafter defined) of the hangar facility as provided for in
                  Paragraph 3 of Supplement No. 4 to User's Use and Occupancy
                  Agreement bearing file No. TA-121.

         4.       The term "completion" shall mean the Completion Date as
                  defined in subsection 3.6.14 of Use and Occupancy Agreement
                  TA-121.

         5.       In the event that, upon the expiration date referenced in
                  Paragraph 3 above, the Space shall not be occupied by First
                  Aviation Services, Inc., the current user of the facility
                  known as Hangar 1, or if First Aviation Services, Inc. shall
                  have notified Johnson Controls of its intention not to occupy
                  Hangar 1, then, upon notice by Johnson Controls to the User
                  the term of the Agreement shall be extended to expire upon the
                  expiration date of Use and Occupancy Agreement TA-121.

         6.       In the event that Taxiway P at the Airport is relocated, then,
                  upon notice by Johnson Controls to the User that said Taxiway
                  has been decommissioned, Area 2 as shown on Exhibit A-1 shall
                  be added to and become part of the Space as herein defined.
                  The User shall proceed expeditiously and with all reasonable
                  diligence, in accordance with Section 14 of the Agreement, to
                  pave and construct an aircraft parking ramp on said Area 2.

         7.       Section 3 "Fees" shall be further amended by adding new
                  subparagraphs 3.3, 3.4, 3.5 and 3.6 as follows:

                  "3.3     Beginning on the effective date of Supplement No. 2
                           to the Agreement and continuing until December 31,
                           1999, the User shall pay to Johnson Controls a
                           monthly fee of Twenty-seven Thousand Nine Hundred
                           Thirty-three Dollars and One Cent ($27,933.01), as
                           detailed on Exhibit B as Area 1, attached hereto and
                           made a part hereof.

                  3.4      Effective January 1, 2000 the User shall pay to
                           Johnson Controls a monthly fee of Thirty-four
                           Thousand Two Hundred Twenty-one Dollars and
                           Fifty-three Cents ($34,221.53), multiplied by a
                           fraction, the numerator of which shall be the CPI as
                           published for the month of December 1999

                                       2
<PAGE>

                           and the denominator of which shall be the CPI
                           published for the month of December 1998. In
                           computing the monthly fee payable January 1, 2000 in
                           no event shall the monthly fee be less than
                           Thirty-four Thousand Two Hundred Twenty-one Dollars
                           and Fifty-three Cents ($34,221.53).

                  3.4.1    In the event that Area 2 as shown on Exhibit A-1 has
                           become part of the Space, effective January 1, 2000
                           the User shall pay to Johnson Controls a total
                           monthly land use fee determined as follows: a total
                           base fee of Three Thousand Three Hundred Sixty-five
                           Dollars and Fifty Cents ($3,365.50) shall first be
                           multiplied by a fraction, the numerator of which
                           shall be the CPI as published for the month of
                           December 1999 and the denominator of which shall be
                           the CPI published for the month of December 1998 and
                           the User shall pay the product thereof on January 1,
                           2000 and on the first day of each and every month
                           thereafter . In computing the total monthly fee
                           payable January 1, 2000 in no event shall the monthly
                           fee be less than Three Thousand Three Hundred
                           Sixty-five Dollars and Fifty Cents ($3,365.50).

                  3.4.2    Effective January 1, 2001 and annually thereafter the
                           User shall pay to Johnson Controls a total monthly
                           fee for Area 1 and Area 2, if then a part of the
                           Space, equal to the prior year's fee multiplied by a
                           fraction, the numerator of which shall be the CPI as
                           published for the month of December of the year prior
                           to the affected year and the denominator of which
                           shall be the CPI published for the month of December
                           of two years prior to the affected year. In computing
                           the total monthly fee payable in no event shall the
                           monthly fee be less than the prior year's fee or be
                           increased by an amount greater than six percent (6%).

                  3.5      Johnson Controls reserves the right, at its option,
                           to perform a real estate appraisal of the User's
                           Space in the year 2009. In the event that such an
                           appraisal is performed, from and after January 1,
                           2010 the monthly fee payable by the User shall be the
                           greater of either (i) one twelfth of the appraised
                           building rate for Hangar 12 plus the appraised land
                           rate for the Space or (ii) the December 2009 total
                           monthly fee payable multiplied by a fraction, the
                           numerator of which shall be the CPI as published for
                           the month of December 2009 and the denominator of
                           which shall be the CPI published for the month of
                           December 2008. In the event that the fee calculated
                           in accordance with (ii) above is fifteen percent
                           (15%) or higher than that calculated in accordance
                           with (i) above, then the monthly fee payable
                           effective January 1, 2010 would be the greater of (a)
                           the fee payable January 2000 adjusted annually by 1/2
                           of the change in the CPI or (b) the rate calculated
                           per (i) above.

                  3.5.1    In the event that a real estate appraisal of the
                           User's Space is not performed in the year 2009,
                           effective January 1, 2010 the User shall pay to
                           Johnson Controls a total monthly fee equal to the fee
                           payable December 2009 multiplied by a fraction, the
                           numerator of which shall be the CPI as

                                       3
<PAGE>

                           published for the month of December 2009 and the
                           denominator of which shall be the CPI published for
                           the month of December 2008. In computing the total
                           monthly fee payable in no event shall the monthly fee
                           be less than the prior year's fee or be increased by
                           an amount greater than six percent (6%).

                  3.6      Effective January 1, 2011 and annually thereafter the
                           User shall pay to Johnson Controls a total monthly
                           fee equal to the prior year's fee multiplied by a
                           fraction, the numerator of which shall be the CPI as
                           published for the month of December of the year prior
                           to the affected year and the denominator of which
                           shall be the CPI published for the month of December
                           of two years prior to the effected year. In computing
                           the total monthly fee payable in no event shall the
                           monthly fee be less than the prior year's fee or be
                           increased by an amount greater than six percent
                           (6%)."

         8.       (a) The following Subsection 10.11 shall be added to Section
                  10 "Various Obligations of the User":

                  "10.11   The following terms shall have the following
                           respective meanings as used herein:

                  10.11.1  "Environmental Damages" shall mean any one or more of
                           the following: (i) the presence on, about or under
                           the Space of any Hazardous Substance, as hereinafter
                           defined, and/or (ii) the disposal, release or
                           threatened release of any Hazardous Substance from
                           the Space, and/or (iii) an Off-Space Hazardous
                           Substance, as hereinafter defined, and/or (iv) any
                           personal injury (including wrongful death) or
                           property damage arising out of or related to such
                           Hazardous Substances, and/or (v) the violation of any
                           Environmental Requirements, as hereinafter defined,
                           pertaining to such Hazardous Substances or Off-Space
                           Hazardous Substances, the Space and/or the activities
                           thereon.

                  10.11.2  "Environmental Requirements" and "Environmental
                           Requirement" shall mean all applicable present and
                           future laws, statues, enactments, resolutions,
                           regulations, rules, ordinances, codes, licenses,
                           permits, orders (including agreed upon consent
                           orders), approvals, plans, authorizations,
                           concessions, franchises, requirements and similar
                           items, of all Governmental Agencies, and all
                           applicable judicial, administrative, and regulatory
                           decrees, judgments, and orders relating to the
                           protection of human health or the environment, and in
                           the event that there shall be more than one
                           compliance standard, as among the various
                           Governmental Agencies, the standard for any of the
                           foregoing to be that which requires the lowest level
                           of a Hazardous Substance taking into account the
                           nature and intended use of the Space, the foregoing
                           to include without limitation:

                                       4
<PAGE>

                           (a) All requirements pertaining to reporting,
                           licensing, permitting, investigation and remediation
                           of emissions, discharges, releases, or threatened
                           releases of Hazardous Substances into the air,
                           surface water, groundwater, or land, or relating to
                           the manufacture, processing, distribution, use
                           treatment, storage, disposal, transport, or handling
                           of Hazardous Substances; and

                           (b) All environmental requirements pertaining to the
                           protection of the health and safety of employees or
                           the public.

                  10.11.4  "Hazardous Substances" and "Hazardous Substance"
                           shall mean and include without limitation any
                           pollutant, contaminant, toxic or hazardous waste,
                           dangerous substance, potentially dangerous substance,
                           noxious substance, toxic substance, flammable,
                           explosive or radioactive material, urea formaldehyde
                           foam insulation, asbestos, polychlorinated biphenyls
                           (PCBs), chemicals known to cause cancer or
                           reproductive toxicity, petroleum and petroleum
                           products and other substances which have been or in
                           the future shall be declared to be hazardous or
                           toxic, or the removal of which have been or in the
                           future shall be required, or the manufacture,
                           preparation, production, generation, use,
                           maintenance, treatment, storage, transfer, handling,
                           or ownership of which have been or in the future
                           shall be restricted, prohibited, regulated or
                           penalized by any Environmental Requirement.

                  10.11.5  "Off-Premises Hazardous Substance" shall mean the
                           presence of any Hazardous Substance in, about or
                           under property at the Airport other than the Space as
                           a result of the User's use and occupancy of the
                           Space, whether by migration, release, discharge or
                           any other manner, it being understood that the User
                           shall have the burden of proof to establish that any
                           migration of a Hazardous Substance from the Space was
                           not a result of the User's use and occupancy of the
                           Space.

                  (b) The User, prior to the execution of this Agreement, had
                  thoroughly examined the Space and determined it to be suitable
                  for the User's operations hereunder and the User restates and
                  continues said determination in connection with the extension
                  hereunder. Except as otherwise provided herein, the User
                  hereby agrees to assume all responsibility for any and all
                  risks, costs and expenses of any kind whatsoever caused by,
                  arising out of or in connection with the condition of the
                  Space whether any aspect of such condition existed prior to,
                  on or after the effective date of the letting of the Space,
                  including, without limitation, all Environmental Requirements
                  and Environmental Damages, as herein defined and all soil
                  remediation to the extent required under Environmental
                  Requirements, including but not limited to, remediation which
                  may be required as a result of discovery of any contaminants
                  while performing test borings or in the performance of any
                  construction work, and to indemnify and hold harmless the Port
                  Authority and Johnson Controls with respect to third party
                  claims for Section 8 of this Agreement TA 191, as amended.
                  Notwithstanding the foregoing, the

                                       5
<PAGE>

                  User shall be responsible for the removal of and remediation
                  of Hazardous Substances placed, or permitted or caused to be
                  placed, on, in or under the Space by the User or by its
                  employees, agents, contractors, or others using or occupying
                  the Space under this Agreement.

         9.       Port Authority's Additional Rights to Recapture or Accommodate
                  Others on Portions of User's Ramp Space

                  The User acknowledges that the Airport serves the
                  transportation needs of the public and that the Public
                  Aircraft Facilities should be utilized to the fullest extent
                  possible with airport users afforded fair and reasonable
                  access. The User also acknowledges that the following
                  subsections provide that if the User does not utilize its
                  facilities to the level set forth in stated performance
                  criteria such underutilized facilities may be either
                  recaptured by the Port Authority or required to be offered by
                  the User to another user in accordance with the following:

         9.1      It is hereby agreed that, commencing either one year after the
                  effective date of the addition of Area 2 to the Space, or
                  January 1, 2002, whichever occurs earlier and which will be
                  known as the "Start Date", and for each and every calendar
                  year thereafter, the Port Authority may ascertain the User's
                  percentage share (hereinafter referred to as the "User's
                  Current Fuel Share") of the total aircraft fuel gallons sold
                  (hereinafter referred to as "Total Current Fuel Dispensed") at
                  the Airport for the preceding calendar year. The fuel
                  dispensed by the User for the year preceding the Start Date
                  and the year preceding each and every calendar year thereafter
                  during which such calculation is made shall be known as the
                  "User's Current Fuel Dispensed". The User's Current Fuel Share
                  shall be calculated by dividing the User's Current Fuel
                  Dispensed by the Total Current Fuel Dispensed preceding the
                  year during which such calculation is made. The User's Current
                  Fuel Share for calendar year 1998 shall hereinafter be defined
                  as "the Base Year Fuel Share" and is shown below:

<TABLE>
<CAPTION>
            Teterboro Airport User                                    Fuel Share in 1998
            ----------------------                                    ------------------
<S>                                                                   <C>
Atlantic Aviation Corporation                                               17.8%
First Aviation Services, Inc.                                               16.5%
Jet Aviation of America, Inc.                                               34.4%
General Aviation Aircraft Services, Inc. (doing                             17.0%
  business as Million Air-Teterboro
Signature Flight Support-New Jersey, Inc.                                   14.3%
</TABLE>

         9.2      As of the Start Date and as of January 1 of each succeeding
                  calendar year, in the event that the User's Current Fuel Share
                  for the respective preceding calendar year is determined to be
                  at least twelve and one-half percent (12.5%) less than the
                  User's Base Year Fuel Share, the Port Authority shall have the
                  right but not the obligation, upon two (2) month's written
                  notice to the User, to require the User and the User hereby
                  agrees to make ramp space in Area 2 (hereinafter called
                  "Accommodation Space") available to other users, sub-users or
                  the Port Authority

                                       6
<PAGE>

                  in useable increments as directed by the Port Authority in the
                  manner and amount and to the extent set forth below:

<TABLE>
<CAPTION>
  Percentage of the User's
Current Fuel Share Divided by                      Ramp Space to be Made
 User's Base Year Fuel Share                        Available in Area 2
 ---------------------------                        -------------------
<S>                                                <C>
87.5% (12.5% reduction or greater)                 Up to 20.0% of Total
75.0% (25% reduction or greater)                   Up to 50.0% of Total
50.0% (50% reduction or greater)                   Up to 100.0% of Total
</TABLE>

         9.3      In the event the User is so notified by the Port Authority it
                  shall either (a) enter into a sub-use and occupancy agreement
                  with another user as determined by the Port Authority or (b)
                  enter into a surrender agreement as directed by the Port
                  Authority. Any such sub-use and occupancy agreement shall be
                  subject to the prior and continuing approval of the Port
                  Authority and the execution by and among the User, the
                  Sub-user, the Airport Operator, and the Port Authority of a
                  Consent Agreement in form satisfactory to the Port Authority.
                  Moreover, and without limiting the forgoing, the User shall
                  provide any and all information to the Airport Operator as may
                  be requested by the Airport Operator from time to time as to
                  all aspects of its accommodation of a Sub-user hereunder.
                  Nothing contained herein shall in any way affect the
                  discretion of the Airport Operator or the Port Authority in
                  granting or withholding its consent to a sub-use and occupancy
                  agreement.

         9.4      The failure of the Port Authority to exercise its right under
                  this Section during any year in which it may have such a right
                  shall not affect, waive or limit its rights to exercise such
                  right in any subsequent year during any period of
                  underutilization. In no event will the Accommodation Space
                  exceed the percentages set forth above.

         9.5      The User shall make such ramp space available during the
                  period set forth in the aforesaid notice. The Port Authority
                  shall consider a request by the User to restore the
                  Accommodation Space to the User when the User's Current Fuel
                  Share shall have returned to within twelve and one-half
                  percent (12.5%) or less of the User's Base Year Fuel Share,
                  provided the Accommodation Space is not then covered by a
                  sub-use or other agreement or at such other time as the Port
                  Authority deems it is in the best interest of the Airport to
                  restore the Accommodation Space to the User.

         9.6      The User agrees that all handling, sublease, sub-use and
                  occupancy agreements shall be reasonable and at
                  non-discriminatory rates, fees and charges and shall be based
                  on the recovery by the User of a pro rata score share of the
                  User's costs of (1) operation and maintenance, (2) services
                  provided, and (3) the User's fees and investment in the
                  Accommodation Space.

         10.      Except as provided herein, all the terms, covenants and
                  conditions of the Agreement remain and shall be in full force
                  and effect.

                                       7
<PAGE>

         11.      Neither the Directors of Johnson Controls, its subsidiaries
                  and affiliates, nor any officer or employee thereof shall be
                  charged personally by the User with any liability or held
                  liable to it under any term or provision of this Supplement,
                  or because of its execution or attempted execution, or because
                  of any breach or attempted or alleged breach thereof.

IN WITNESS WHEREOF, the parties hereto have executed these presents as of the
day and year first above written.

ATTEST:                                   JOHNSON CONTROLS WORLD SERVICES INC.

/s/ Laura Conner                          By: /s/ Illegible
----------------------------------           -----------------------------------

Title: Admin. Assistant                   Title: Vice President
      ----------------------------              --------------------------------

ATTEST:                                   ATLANTIC AVIATION CORPORATION

/s/ Victoria A. Tait                      By: /s/ RN Fitzgerald
----------------------------------           -----------------------------------

Title: Secretary                          Title: President
      ----------------------------              --------------------------------

                                       8
<PAGE>

                                CONSENT AGREEMENT

                  THIS AGREEMENT, dated as of May 27, 1999 by and among THE PORT
AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called "The Port Authority")
and JOHNSON CONTROLS WORLD SERVICES INC. (hereinafter called "the Airport
Operator") and ATLANTIC AVIATION CORPORATION (hereinafter called "the User"),

                  WITNESSETH, THAT:

                  WHEREAS, the Port Authority and the Airport Operator have
heretofore entered into an agreement dated September 19, 1967 (which agreement,
as the same has been or may hereafter be supplemented and amended, is
hereinafter called "the Main Agreement"), pursuant to which the Airport Operator
is operating and using Teterboro Airport (hereinafter called "the Airport"); and

                  WHEREAS, pursuant to and in accordance with the terms of the
Main Agreement, the Airport Operator and the User, have entered into a Use and
Occupancy Agreement dated January 1, 1986 and is hereinafter called the "Use and
Occupancy Agreement" which Use and Occupancy Agreement has been designated
TA-191; and

                  WHEREAS, the Port Authority, the Airport Operator and the User
entered into a Consent Agreement dated as of January 1, 1986 (hereinafter called
"the Use and Occupancy Consent Agreement"), wherein the Port Authority gave its
consent to the Use and Occupancy Agreement; and

                  WHEREAS, the Airport Operator and the User desire to
supplement the above referenced Use and Occupancy Agreement, a copy of which
Supplement is attached hereto, made a part hereof and hereinafter called "the
Supplement", subject to the consent of the Port Authority and the execution of a
Consent Agreement by and among the Airport Operator, the User and the Port
Authority;

                  NOW, THEREFORE, for and in consideration of the covenants and
mutual agreements hereinafter contained, the Port Authority, the Airport
Operator and the User hereby agree, effective as of the effective date of the
Supplement, as follows:

         1.       On the terms and condition hereinafter set forth, the Port
                  Authority consents to the Supplement.

         2.       (a) If the Main Agreement shall terminate (whether through the
                  expiration of its term or by earlier termination as provided
                  in the Main Agreement) before the expiration date of the Use
                  and Occupancy Agreement, the Use and Occupancy Agreement shall
                  terminate as hereinafter provided and, if the User is in
                  occupancy and using the Space, the Port Authority or a
                  successor airport operator selected by the Port Authority
                  shall enter into a use and occupancy agreement with the User
                  covering the use and occupancy of the Space, with the term
                  thereof commencing as of the expiration or earlier termination
                  of the Use and Occupancy Agreement, the permitted uses of the
                  Space, the fees and charges thereunder being as set forth in
                  the Use and Occupancy Agreement, and on substantially the same
                  remaining

                                       1
<PAGE>

                  terms and conditions as set forth in the Use and Occupancy
                  Agreement and such additional terms as may be necessary or
                  appropriate.

                  (b) Any successor airport operator that may be selected by the
                  Port Authority shall be required to assume all Port Authority
                  obligations hereunder and under any successor use and
                  occupancy agreement and relieve the Port Authority of same.

                  (c) In the event the User has commenced the construction work
                  set forth in Paragraph 3 to Supplement 3 to User's Use and
                  Occupancy Agreement TA-121, the expiration date of December
                  30, 1999, as referenced in Section 1, "Term" of said Agreement
                  shall be changed to expire, unless sooner terminated in
                  accordance with said Agreement, thirty (30) days after
                  completion of said construction. In the event that, upon the
                  expiration date referenced above, the Space shall not be
                  occupied by First Aviation Services, Inc., or if First
                  Aviation Services, Inc. shall have notified the Airport
                  Operator of its intention not to occupy Hangar 1 at the
                  Airport, the term of the Agreement shall be changed to expire
                  on the day before the Twentieth (20th) Year Anniversary of the
                  completion of the construction as provided for in Paragraph 3
                  and 10 of said Agreement TA-121, whichever occurs last.

         3.       Neither this Consent Agreement, nor anything contained herein
                  nor the consent granted hereunder shall constitute or be
                  deemed to constitute a consent to nor shall they create an
                  inference or implication that there has been consent to any
                  enlargement, variation or change in the rights, powers and
                  privileges granted to the Airport Operator under the Main
                  Agreement, nor consent to the granting or conferring of any
                  rights, powers or privileges to the User as may be provided by
                  the Use and Occupancy Agreement or the Supplement if not
                  granted to the Airport Operator under the Main Agreement, nor
                  shall the same impair or change any of the duties, liabilities
                  and obligations imposed on the Airport Operator under the Main
                  Agreement. The Use and Occupancy Agreement and the Supplement
                  are agreements between the Airport Operator and the User with
                  respect to the various matters set forth therein. Neither this
                  Consent Agreement nor anything contained herein nor the
                  consent granted hereunder shall constitute an agreement
                  between the Port Authority and the Airport Operator that the
                  provisions of the Use and Occupancy Agreement or the
                  Supplement shall apply and pertain as between the Airport
                  Operator and the Port Authority, it being understood that the
                  terms, provisions, covenants, conditions and agreements of the
                  Main Agreement shall, in all respects, be controlling,
                  effective and determinative. The specific mention of or
                  reference to the Port Authority in any part of the Use and
                  Occupancy Agreement or the Supplement, including, without
                  limitation thereto, any mention of any consent or approval of
                  the Port Authority now or hereafter to be obtained, shall not
                  be or be deemed to create an inference that the Port Authority
                  has granted its consent or approval thereto under this Consent
                  Agreement or shall thereafter grant its consent or approval
                  thereto or that the subject matter as to which the consent or
                  approval applies has been or shall be approved or consented to
                  in principle or in fact or that the Port Authority's

                                       2
<PAGE>

                  discretion pursuant to the Main Agreement as to any such
                  consents or approvals shall in any way be affected or
                  impaired. The lack of any specific reference in any provisions
                  of the Use and Occupancy Agreement or the Supplement to Port
                  Authority approval or consent shall not be deemed to imply
                  that no such approval or consent is required and the Main
                  Agreement shall, in all respects, be controlling, effective
                  and determinative.

         4.       No provision of the Use and Occupancy Agreement or the
                  Supplement including, but not limited to, those imposing
                  obligations on the User with respect to laws, rules,
                  regulations, taxes, assessments and liens, shall be construed
                  as a submission or admission by the Port Authority that the
                  same could or does lawfully apply to the Port Authority, nor
                  shall the existence of any provision of the Use and Occupancy
                  Agreement or the Supplement covering actions which shall or
                  may be undertaken by the User or the Airport Operator
                  including, but not limited to, construction on the Space
                  covered by the Use and Occupancy Agreement or the Supplement,
                  be deemed to imply or infer that Port Authority consent or
                  approval thereto pursuant to the Main Agreement will be given
                  or that Port Authority discretion with respect thereto will in
                  any way be affected or impaired. References in this paragraph
                  to specific matters and provisions shall not be construed as
                  indicating any limitation upon the rights of the Port
                  Authority with respect to its discretion as to the granting or
                  withholding approvals or consents as to other matters and
                  provisions in the Use and Occupancy Agreement or the
                  Supplement which are not specifically referred to herein.

         5.       The User, in its operations under or in connection with the
                  Use and Occupancy Agreement or the Supplement and in its
                  occupancy of the Space covered by the Use and Occupancy
                  Agreement or the Supplement, shall be subject to the
                  applicable terms, provisions, covenants and conditions of the
                  Main Agreement. Without in any way affecting the obligations
                  of the Airport Operator under the Main Agreement and under
                  this Consent Agreement, all acts and omissions of the User
                  shall be deemed to be acts and omissions of the Airport
                  Operator under the Main Agreement, but notwithstanding the
                  foregoing, the Airport Operator shall not be or be deemed to
                  be in default of the Main Agreement to the extent that any of
                  the foregoing shall constitute a breach thereof if, except for
                  causes beyond the control of the Airport Operator, it shall
                  have commenced to remedy said default within twenty (20) days
                  after receipt of notice thereof from the Port Authority and
                  continues diligently to pursue such remedy.

         6.       The Use and Occupancy Agreement or the Supplement shall not be
                  changed, modified, discharged or extended except by written
                  instrument duly executed by the parties thereto and only with
                  the express prior written consent of the Port Authority.

         7.       If the Airport Operator shall at any time be in default of its
                  obligations under the Main Agreement to make payments to the
                  Port Authority, or if there shall occur at any time an event
                  involving insolvency, bankruptcy, arrangement or
                  reorganization of the Airport Operator which under the terms
                  of the Main

                                       3
<PAGE>

                  Agreement would constitute an event the occurrence of which
                  grants the Port Authority the right to terminate the Main
                  Agreement, and provided the same has not been cured within the
                  time granted therefor, if any, under the Main Agreement, the
                  User shall on demand of the Port Authority pay directly to the
                  Port Authority any fee or other amount due to the Airport
                  Operator. No such payment shall relieve the Airport Operator
                  from any obligations under the Main Agreement or under this
                  Consent Agreement but all such payments shall be credited
                  against the obligations of the Airport Operator and of the
                  User for each payment or part thereof.

         8.       The granting of the consent hereunder by the Port Authority
                  shall not be or be deemed to operate as a waiver of consent to
                  any subsequent agreement with respect to the use or occupancy
                  of space at the Airport (by the Airport Operator or by the
                  User) or to any assignment of the Main Agreement or the Use
                  and Occupancy Agreement or the Supplement or of any rights
                  under any of them, whether in whole or in part.

         9.       In the event of any default by the User under any of the
                  provisions of this Consent Agreement and said default has not
                  been cured within thirty (30) days (or such longer period as
                  is required in the reasonable opinion of the Port Authority,
                  to correct such default, provided the User promptly commences
                  and diligently continues to effectuate a cure) after the Port
                  Authority has served a notice of such default upon the Airport
                  Operator and the User, the Port Authority shall have the right
                  to revoke the consent granted hereunder upon thirty (30) days'
                  written notice to the Airport Operator and the User, but no
                  such revocation shall be deemed to affect the Main Agreement
                  and the continuance thereof, it being understood, moreover,
                  that the foregoing shall not be deemed to affect or limit any
                  rights of the Port Authority under the Main Agreement. In the
                  event of the revocation of the consent hereunder as
                  hereinabove provided, the Airport Operator shall immediately
                  terminate the Use and Occupancy Agreement.

         10.      Reference herein to the User shall mean and include the User,
                  its officers, agents, employees and also others on the Space
                  covered by the Use and Occupancy Agreement or the Supplement
                  or elsewhere on the Airport with the consent of the User.

         11.      Neither the Commissioners of the Port Authority nor any of
                  them, nor any officer, agent or employee thereof shall be held
                  personally liable to the Airport Operator or to the User under
                  any term of provision of this Consent Agreement or because of
                  its execution or because of any breach or alleged breach
                  hereof.

                                       4
<PAGE>

IN WITNESS WHEREOF, the Port Authority, the Airport Operator and the User have
executed these presents.

                                          PORT AUTHORITY OF NEW YORK AND
                                            NEW JERSEY
ATTEST:
/s/ Karen Eastman                         By: /s/ R. Kelly
----------------------------------           -----------------------------------

Title:  Assistant Secretary               Title:  Aviation Director
      ----------------------------              --------------------------------
                                          JOHNSON CONTROLS WORLD SERVICES INC.
ATTEST:

/s/ Laura Conner                          By: /s/ Illegible
----------------------------------           -----------------------------------
Title:  Admin. Assistant                  Title:  Vice President
      ----------------------------              --------------------------------
                                          ATLANTIC AVIATION CORPORATION
                                                      (User)
ATTEST:

/s/ Illegible                             By: /s/ RN Fitzgerald
----------------------------------           -----------------------------------
Title:  Secretary                         Title:  President
      ----------------------------              --------------------------------
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