<PAGE>

          CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
                   SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                                                                   Exhibit 10.31

g

                                                              GE ENGINE SERVICES

                                     CFM56-7
                           MAINTENANCE COST PER HOUR(SM)
                            ENGINE SERVICE AGREEMENT
                                   ("MCPH" (SM))

                                     BETWEEN

                       COMPANIA PANAMENA DE AVIACION, S.A.

                                       AND

                            GE ENGINE SERVICES, INC.

                          REFERENCE NUMBER ESI-01-0417M

                               DATED MARCH 5, 2003

             THIS PROPOSAL SHALL REMAIN VALID THROUGH MARCH 15, 2003

                         PROPRIETARY INFORMATION NOTICE

  The information contained in this document is GE Engine Services, Inc. ("GE")
   Proprietary Information and is disclosed in confidence. It is the property
   of GE and shall not be used, disclosed to others or reproduced without the
  express written consent of GE. If consent is given for reproduction in whole
 or in part, this notice and the notice set forth on each page of this document
    shall appear in any such reproduction. U.S. export control laws may also
     control the information contained in this document. Unauthorized export
                           or re-export is prohibited.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE     SUBJECT                                                              PAGE
<S>         <C>                                                                  <C>
  1         Definitions                                                            3
  2         Term                                                                   6
  3         Maintenance Cost Per Hour Program Procedures                           7
  4         Supplemental Work                                                     11
  5         Copa Obligations                                                      13
  6         Delivery, Redelivery, and Governmental Authorization                  15
  7         Parts Replacement Procedures                                          16
  8         Repair Stations and Subcontracted Services                            17
  9         Pricing                                                               17
  10        Invoices and Payment                                                  17
  11        Limitation of Liability, Indemnification, and Insurance               19
  12        Excusable Delay                                                       21
  13        Notices                                                               21
  14        Taxes and Other Charges                                               22
  15        Dispute Resolution, Arbitration                                       22
  16        Termination                                                           23
  17        Non Disclosure of Proprietary Data                                    24
  18        Warranty                                                              24
  19        General Provisions                                                    26
            Signatures                                                            27
</TABLE>

EXHIBITS

Exhibit A          **Material Redacted**
  Schedule 1       **Material Redacted**
  Schedule 2       **Material Redacted**
  Schedule 3       **Material Redacted**
Exhibit B          **Material Redacted**
Exhibit C          **Material Redacted**
Exhibit D          **Material Redacted**
Exhibit E          **Material Redacted**

                                       2

<PAGE>

                 CFM56-7 MAINTENANCE COST PER HOUR(SM) ("MCPH" (SM))
                            ENGINE SERVICE AGREEMENT

THIS ENGINE SERVICE AGREEMENT is made as of the 1st day of January, 2003
("Effective Date"), by and between Compania Panamena De Aviacion, S.A., a
corporation organized under the law of Panama, whose principal address is
Aeropuerto Int. De Tocumen, Apdo. 1572 Panama 1, Panama ("Copa") and GE Engine
Services, Inc., a corporation organized under the law of the State of Delaware,
whose principal address is 1 Neumann Way, Cincinnati, Ohio 45215 ("GE"), (both
of which may be hereinafter collectively referred to as the "Parties").

                                    RECITALS

WHEREAS, GE maintains and operates Repair Stations for the servicing, repair,
maintenance, and functional testing of aircraft engines, and engine modules,
assemblies, subassemblies, controls and accessories, and parts thereof;

WHEREAS, Copa requires repair, overhaul or servicing of CFM56-7 aircraft
Engines, and engine modules, assemblies, subassemblies, controls and
accessories, and parts thereof on a cost per hour basis; and

WHEREAS, GE agrees to provide certain Services on Copa's equipment, as defined
below, subject to the terms of this Agreement.

NOW, THEREFORE, and in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                             ARTICLE 1 - DEFINITIONS

Definitions. Capitalized terms used in the recitals and elsewhere in the
Agreement but not otherwise defined in this Agreement shall have the following
meanings:

      "Agreement" shall mean this Engine Service Agreement, as the same may be
      amended or supplemented from time to time.

      "Airworthiness Directive" or "AD" shall mean a document issued by the
      Approved Aviation Authority having jurisdiction over the Engine,
      identifying an unsafe condition relating to such Engine and, as
      appropriate, prescribing inspections and the conditions and limitations,
      if any, under which the Engine may continue to operate.

      "Approved Aviation Authority" shall mean, as applicable, the Federal
      Aviation Administration of the United States ("FAA"), or, as identified by
      Copa and agreed in writing by GE, the European Joint Aviation Authority
      ("JAA"), Panamanian DAC or such other equivalent foreign aviation
      authority having jurisdiction over the performance of Services provided
      hereunder.

      "Base Price" shall mean the applicable MCPH Rate stated in Base Year
      (2003) Dollars.

      "Base Year" shall mean the contract year in which the Base Price is
      applicable and is the baseline from which adjustment for fluctuation in
      the economy is made.

      "Bench Stock" shall mean those expendable or consumable items routinely
      replaced during the inspection, repair or maintenance of Engine, whether
      or not such items have been damaged, and other items that are customarily
      replaced at each inspection or maintenance period.

                                       3

<PAGE>

      "Catastrophic Failure" shall mean an Engine shop visit caused by failure
      of an internal Engine part **Material Redacted**.

      "CLP" shall mean the manufacturer's current catalog or manufacturer's
      current list price pertaining to a new part or new item of equipment. The
      term "current" as used in this definition means as of the time of the
      applicable Service.

      "Copa's Fleet" shall mean all B737-700 and B737-800 aircraft, operated by
      Copa and powered by CFM56-7B Engines. The currently fleet is list on
      Exhibit B which exhibit shall be amended by the Parties from time to time
      in accordance.

      "Delivery" shall, subject to the terms of Section 3.4.7 below, mean, in
      respect of any item of equipment, the occurrence of the arrival of the
      Engine, together with all applicable records and required data (as
      described in Paragraph 5.1.8 below), Delivered Duty Paid ("DDP") to the
      Designated Repair Station pursuant to the International Chamber of
      Commerce "Incoterms" (2000 Edition), whereby Copa shall fulfill the
      obligations of seller and GE of buyer. "Deliver" shall mean the act by
      which Copa accomplishes Delivery.

      "Designated Repair Station" shall mean the GE affiliate Repair Station
      specified for each shop visit.

      "Dollars" and "$" shall mean the lawful currency of the United States of
      America.

      "Engine" shall mean, each bare CFM56-7B22, CFM56-7B24, and CFM56-7B26
      engine assembly, identified by serial number in Exhibit B including its
      essential controls, accessories, and parts as described in Exhibit E.
      Exhibit B shall be amended by mutual agreement of the Parties from time to
      time as set forth herein, to reflect changes in the Copa fleet.

      "Engine Year" shall mean the year of Engine operation measured in twelve
      (12) consecutive month periods, with the first Engine year measured from
      the date of aircraft acceptance by Copa for installed Engines or the date
      of first installation of Spare Engines. For purposes of invoicing MCPH
      payments, the date of aircraft acceptance, or the date of the first
      installation for Spare Engines, will be deemed to have occurred on the
      first day of the month following the actual acceptance or installation if
      the date of the actual acceptance or installation falls on or before the
      15th day of that month. The date of aircraft acceptance, or the date of
      first installation for Spare Engines, will be deemed to have occurred on
      the first of the month following the actual acceptance or installation if
      the date of actual acceptance or installation falls after the 15th day of
      that month.

      "Foreign Object Damage" or "FOD" shall mean damage to any portion of the
      Engine caused by impact or ingestion of an outside object such as birds,
      vehicles, stones, hail, or debris. FOD shall be further defined as
      follows:

            "Major FOD" shall mean impact damage to an Engine or Engine part
            caused by the a foreign object which requires the Engine to be
            immediately removed from service, or subsequently removed due to an
            out of limit condition per Copa's Aircraft Maintenance Manual as
            reviewed and accepted by mutual agreement between the parties.

            "Other FOD" shall mean foreign object damage to an Engine or Engine
            Part detected during routine maintenance which is determined to be
            FOD other than Major FOD.

      "Life Limited Part" or "LLP" shall mean a part with an approved limitation
      on use in cumulative hours or cycles, established by the OEM or the
      Approved Aviation Authority.

      "Line Replaceable Unit" or "LRU" shall mean one or more major accessories
      of the external portion of an Engine which can be changed on wing and is
      identified as an LRU in Exhibit E.

                                       4

<PAGE>

      "MCPH" shall mean maintenance cost per hour.

      "MCPH Program" shall mean the program consisting of the repair,
      maintenance, and management of the Engines provided to Copa by GE on an
      MCPH fixed rate basis, pursuant to the terms hereof.

      "MCPH Rate" shall have the meaning set forth in Exhibit A.

      "MCPH Shop Visit(s)" shall mean a Repair Station visit (scheduled or
      unscheduled) during which off-wing repair and maintenance covered under
      the MCPH fixed rate pricing is performed on equipment that meets the MCPH
      eligibility requirements of Clause 3.2.2 below.

      "Original Equipment Manufacturer" or "OEM" shall mean the original
      manufacturer of any item of equipment.

      "Performance Restoration" shall mean the Services performed during an
      Engine shop visit in which, at a minimum, the compressor, combuster and
      high pressure turbine are exposed and subsequently refurbished, consistent
      with the workscope utilized for MCPH.

      "Procedure Manual" shall mean the document, prepared by GE and approved by
      Copa, based upon the requirements of this Agreement which provides
      detailed procedures and guidance for the administration of the MCPH
      Program. In case of conflict between the Procedure Manual and the
      Agreement, the Agreement will prevail.

      "Qualifying Shop Visit" shall mean the Repair Station visit during which
      the initial Performance Restoration required for any Engine that does not
      meet the MCPH eligibility requirements, as set forth in Clause 3.1, is
      performed on the Engine. The Qualifying Shop Visit shall be performed at
      Copa's expense in accordance with the Supplemental Work pricing set forth
      in Exhibit A.

      "Redelivery" shall, subject to the terms of Section 3.4.7 below, mean the
      occurrence of the return of the Engine for Copa's acceptance Ex Works,
      GE's Designated Repair Station, pursuant to the International Chamber of
      Commerce "Incoterms" (2000 Edition), whereby Copa shall fulfill the
      obligations of buyer and GE of seller. "Redeliver" shall mean the act by
      which GE accomplishes Redelivery.

      "Removal Schedule" or "RS" shall mean the schedule for Engine removal from
      the aircraft for maintenance as jointly developed by GE and Copa.

      "Repair Specification" shall mean the Copa repair specification number
      ___________, dated ____________ as may be amended by Copa (upon written
      agreement by GE, such agreement not to be unreasonably withheld,
      conditioned or delayed) from time to time, which shall identify the
      minimum baseline to which Copa's equipment will be inspected, repaired,
      modified, reassembled and tested hereunder. Unless otherwise agreed by the
      Parties, such Repair Specification shall meet or exceed the
      recommendations of the OEM's operational specifications and applicable
      Engine maintenance or overhaul manuals and Copa's maintenance plan as
      agreed to by Copa and GE and approved by the Approved Aviation Authority.

      "Repair Station" shall mean one or more of the repair facilities owned by
      GE or its affiliates, now or in the future, which are certified by the
      Approved Aviation Authority to perform the applicable Service hereunder.

      "Repairable" shall mean capable of being made Serviceable.

      "Rotable Part" shall mean a new or used Serviceable part drawn from a
      common pool of parts used to support multiple customers, which replaces a
      like part requiring repair.

                                       5

<PAGE>

      "Scrapped Parts" shall mean those parts determined by GE (or Copa if in
      connection with a Supplemental Work Shop Visit) to be unserviceable and
      beyond economic repair for reliability, performance or economic reasons.
      **Material Redacted**

      "Service" or "Services" shall mean, with respect to any Engine, all or any
      part of those services requested by Copa which GE agrees to perform under
      this Agreement, as more particularly described in the Workscope for such
      Engine, including, without limitation, the furnishing of parts and
      materials, labor, facilities, tooling, painting, plating, and testing
      devices required in the performance of repair and maintenance in
      connection with the Engine. "Serviced" shall be construed accordingly.

      "Service Bulletin" or "SB" shall mean the document issued by an OEM to
      notify the operator of modifications, substitution of parts, special
      inspections, special checks, amendment of existing life limits or
      establishment of first time life limits, or conversion of Engine from one
      model to another.

      "Serviceable" means an item of equipment that meets all OEM and Approved
      Aviation Authority specified standards for airworthiness, and has no known
      defects which would render it unfit for service in accordance with the
      Repair Specification.

      "Serviceable Condition" shall mean, with respect to an item, a repaired,
      calibrated, or inspected item in an airworthy condition which can be used
      for the same purpose as a newly manufactured item.

      "Supplemental Work" shall mean any Service provided hereunder which is not
      covered under the MCPH Program. All Supplemental Work shall be at Copa's
      expense, in accordance with the pricing set forth in Exhibit A.

      "Straight Time" shall mean the first eight (8) hours charged per person
      each day, Monday through Friday (except local holidays observed by the
      Designated Repair Station), provided that a minimum of eight (8) hours
      break has occurred since the last time charged.

      "Turn Time" shall mean the number of calendar days between Delivery and
      Redelivery of an Engine, exclusive of public holidays observed by the
      Designated Repair Station.

      "Workscope" shall mean the document written and approved by GE's
      engineering staff and approved in writing by Copa, which approval shall
      not be unreasonably delayed, conditioned or denied, describing the
      prescribed repair or approach to repair of identified equipment to meet
      the requirements of the Repair Specification for the Engine.

                                ARTICLE 2 - TERM

2.1   Term of Agreement. This Agreement shall commence upon the Effective Date
      and, unless sooner terminated pursuant to Article 16 herein, shall remain
      in effect through December 31, 2014 (the "Initial Term").

2.2   Exclusive Agreement. This Agreement, insofar as it relates to the
      maintenance, repair or overhaul of the Engines, including, without
      limitation, Supplemental Work, shall be exclusive, and Copa shall not
      enter into any other arrangement with a third party for such services with
      respect to the Engines during the term hereof, except to the extent
      provided in Article 12 herein and subject to provisions of Article 16
      hereof

2.3   Renewal Beyond Initial Term. If Copa desires to extend the term of this
      Agreement beyond the Initial Term, Copa shall give GE written notice of
      its desire to extend at least one hundred twenty (120) days prior to the
      expiration date of the Initial Term. Upon GE's proposal for pricing for
      such extended term and mutual agreement of the parties, the term of the
      Agreement shall be extended for a period of sixty (60) months. Should the
      term be extended as described herein, Copa shall have an option for an
      additional extension of sixty (60) month term on the same basis.

                                       6

<PAGE>

             ARTICLE 3 MAINTENANCE COST PER HOUR PROGRAM PROCEDURES

3.1   MCPH Eligibility. Commencing on the Effective Date, GE shall provide
      Services, as further described in this Article 3, and Copa shall pay the
      MCPH Rate, for all of Copa's Engines listed by Engine serial number in
      Exhibit B on a MCPH basis upon eligibility of each Engine as follows:

      3.1.1 Engines listed on Exhibit B as of the Effective Date shall be
            eligible for the MCPH Program as of the Effective Date and shall be
            charged at the applicable Base Price per Engine Flying Hour ("EFH")
            as set forth in Exhibit A.

      3.1.2 New Engines (Serviceable Engines with less than one hundred (100)
            operating hours since manufacture), or as otherwise agreed by the
            Parties, shall be eligible for MCPH coverage as of the date of
            aircraft or spare Engine acceptance and shall be charged the Base
            Price Per Engine Flying Hour ("EFH") for the applicable Engine Year
            as set forth in Exhibit A.

      3.1.3 After the Effective Date and with GE's written consent, Copa may add
            additional used CFM56-7 engines (which may be eligible or ineligible
            at the time of such addition) to this Agreement for the remaining
            term hereunder as specified in Exhibit A hereto. As a condition to
            GE's consent to add such an Engine, Customer shall disclose whether
            or not such additional Engine has had any non-OEM approved part or
            repair installed or performed. All non-OEM parts or repairs shall be
            removed by GE or Customer at Customer's expense prior to eligibility
            of such additional Engine. On the date of such addition, Copa shall
            begin paying the applicable, adjusted and escalated MCPH Rate for
            each such Engine based upon its Engine Year. Upon meeting the
            eligibility requirements, which may require completing a Qualifying
            Shop Visit, the added Engine shall be eligible for MCPH Shop Visits
            and all other MCPH Services, subject to then-current terms and
            conditions. Any such addition shall be documented by amending
            Exhibit B accordingly. All MCPH charges paid by Copa for such an
            Engine, to the point such Engine meets the MCPH Program's
            eligibility requirements, shall be credited up to the amount of the
            Supplemental Work invoice for the Qualifying Shop Visit.

3.2   Scope of MCPH

      3.2.1 Qualifying Shop Visits. Copa will Deliver all used Engines that are
            inducted into Copa's Fleet after execution of this Agreement and
            which are to be covered under this Agreement to GE for an initial
            Performance Restoration Shop Visit on a Supplemental Work basis. All
            non-OEM parts or repairs shall be removed by GE as Supplemental Work
            prior to eligibility of such additional Engine. Following such
            Performance Restoration Shop Visit, a used Engine will enter the
            MCPH Program in accordance with Paragraph 3.1.3 above.

      3.2.2 **Material Redacted**

3.3   Workscope and Repair Specification. Upon input of Engines for Service, GE
      shall prepare a Workscope which specifies inspections, upgrades,
      improvements, and repairs required to return the Engine to Serviceable
      Condition and provide a copy of such Workscope to Copa for approval, such
      approval not to be unreasonably delayed, conditioned, or denied. Should
      Copa fail to provide approval of the Workscope within two (2) business
      days of receipt, the calendar days beyond that time shall be an excusable
      delay. Such Workscope may include reliability and performance enhancements
      and Approved Aviation Authority approved repairs. GE shall repair the
      Engines and, as defined in Exhibit E, LRU's in accordance with the Repair
      Specification and Approved Aviation Authority regulations. GE may request
      that Copa amend the Repair Specification during the term hereof to improve
      reliability, enhance Engine operating

                                       7

<PAGE>

      characteristics, and incorporate Designated Engineering Representative
      approved repairs or repairs not contained in the OEM manual, subject to
      Copa's written approval, which approval shall not be unreasonably delayed,
      conditioned or denied. Any changes or amendments requested by Copa or
      requested or made by any regulatory agency to the Workscope or Repair
      Specification shall be mutually agreed by the Parties hereto and may be
      subject to an adjustment in the pricing described in Exhibit A. The
      Procedures Manual will delineate the procedures to be followed when
      processing Engines in the Repair Station.

3.4   MCPH Program Services Provided. Services to be provided by GE under the
      MCPH Program are:

      3.4.1 Provide, either at a Repair Station, a subcontractor (if an entire
            Engine is subcontracted, Copa's prior written approval is required),
            or such other location as agreed by Copa and GE, all labor,
            materials, and parts (new or used Serviceable, including use of GE
            Rotable Parts) necessary to return the Engine to a Serviceable
            Condition.

      3.4.2 Repair or replace LLP.

      3.4.3 Repair LRUs, as specified in Exhibit E, received with an Engine for
            a MCPH Shop Visit and which were installed on the Engine when it was
            removed from the aircraft for the shop visit, as evidenced by
            records provided in accordance with Paragraph 5.1.8 of this
            Agreement.

      3.4.4 Notwithstanding Section 3.4.1.above, comply with Airworthiness
            Directives ("AD"), issued by the Approved Aviation Authority, and
            Service Bulletins designated by the OEM as mandatory (Categories
            3-6) and which are performed during an MCPH Shop Visit, **Material
            Redacted**.

      3.4.5 With Copa's written approval, perform repairs at a location other
            than that of GE or a GE affiliate, which may otherwise require a
            shop visit, without unduly disrupting Copa's operation.

      3.4.6 Test Engine in accordance with the Repair Specification and provide
            all associated labor and material, including fuel and oil, for MCPH
            Shop Visits, including slave test equipment.

      3.4.7 **Material Redacted**

      3.4.8 Assign a Program Manager who will be the point of contact for Copa
            with respect to Services specified in this Agreement and support
            this Agreement as set forth in Paragraphs 3.4.8.1 through 3.4.8.6
            below.

            3.4.8.1     Coordinating the work to be accomplished for each MCPH
                        Shop Visit or Qualifying Shop Visit, consistent with the
                        Procedure Manual.

            3.4.8.2     Assist Copa with Supplemental Work requirements to be
                        performed in accordance with Article 4 below.

            3.4.8.3     Maintain the necessary liaison between GE and Copa.

            3.4.8.4     Provide Copa's authorized personnel with immediate
                        access to Copa's maintenance records. If immediate
                        access would create an undue burden for GE, GE shall
                        provide access as soon as reasonably possible.

            3.4.8.5     Develop with Copa, on a monthly basis, an RS for the
                        Engines forecast for Delivery. The RS shall identify by
                        serial number the Engine(s) to be Delivered during the
                        following six (6) month period and the anticipated
                        reason for removal of each.

            3.4.8.6     Ensure that all routine correspondence from GE to Copa
                        relative to the administration of the Agreement, except
                        for formal notices issued under Article 13 of this
                        Agreement, shall be directed to the attention of the
                        appropriate person at Copa's facility as designated by
                        Copa.

      3.4.9 Engineering Support. GE will provide engineering support services
            for Engines as follows:

                                       8

<PAGE>

            3.4.9.1     Develop a plan for removal and shop input of Engines at
                        the Designated Repair Station as outlined in the
                        Procedure Manual.

            3.4.9.2     Maintain current files on published CFM56-7 Service
                        Bulletins, engineering specifications, and applicable
                        repair documents as well as their application and
                        introduction to Copa's equipment. The parties will meet
                        quarterly to determine the incorporation of Service
                        Bulletins and the economic impact thereof.

            3.4.9.3     Notify Copa of any deviations from the configuration
                        specification, provided by Copa pursuant to Paragraph
                        5.1.8, on equipment Delivered for Service and request
                        disposition of same.

            3.4.9.4     Provide Engine test logs and Service Bulletin
                        introduction status for each Engine Redelivered to Copa.

            3.4.9.5     Provide a findings report identifying any damage
                        detected and repair(s) accomplished, including any
                        photographs of same.

     3.4.10 Documentation. GE shall provide Copa with a records package in
            connection with Services performed on each Engine, at Redelivery
            and shall retain a copy of such records.

            3.4.10.1    Major Repair/Alteration Certification FAA No. 337 (or
                        equivalent foreign agency equivalent) including AD
                        compliance;

            3.4.10.2    FAA Form 8130-3 (or Approved Aviation Authority
                        equivalent) for accessories;

            3.4.10.3    Cycle limited parts log;

            3.4.10.4    Serviceable tag for Serviceable equipment;

            3.4.10.5    Original records and related documentation furnished by
                        Copa;

            3.4.10.6    Incoming inspection report;

            3.4.10.7    Off/On log; and,

            3.4.10.8    Service Bulletin status report.

            3.4.10.9    Findings Report.

     3.4.11 Spare Engines. **Material Redacted**:

            3.4.11.1    The parties have established a mutually agreeable
                        Removal Schedule; and

            3.4.11.2    Customer has shipped Engines for MCPH Shop Visits within
                        forty-eight (48) hours following removal from the
                        aircraft unless prevented by any circumstance directed
                        by GE; and

            3.4.11.3    Customer is in compliance with the requirements of
                        Paragraphs 5.1.8 and 5.1.11 below; and

            3.4.11.4    Customer, concurrent with execution of this Agreement,
                        has executed a General Equipment Lease Agreement
                        ("GELA") with GE, or a GE affiliate for the benefit of

                                       9

<PAGE>

                        and enforceable by GE, the terms of which shall govern
                        the lease and operation of any Lease Engine(s) required
                        to support this Agreement.

            3.4.11.5    Customer shall redeliver DDP (Incoterms 2000) the Lease
                        Engine to GE at the Housekeeping facility or other
                        mutually agreed location as soon as practicable but in
                        no case later than ten (10) calendar days following
                        Redelivery of an MCPH Engine provided that such
                        Redelivery corrects the zero (0) spare Engine condition.
                        Daily rental fees and hourly restoration charges shall
                        be waived during such ten (10) day period. Customer
                        shall commence paying the applicable daily rental fees
                        and hourly restoration charges on the eleventh (11th)
                        day following correction of the zero (0) spare engine
                        condition. In addition, Customer shall continue to pay
                        the applicable MCPH Rate for EFH incurred by the Lease
                        Engine., plus LLP fees per flight cycle.

            3.4.11.6    In the event a Copa operated aircraft is in an AOG
                        situation as a sole and direct result of GE's failure to
                        provide spare engine in accordance with the provisions
                        above, then GE shall be obligated to credit Copa an
                        amount equal to 2.5 times the then current daily lease
                        rates for such spare engine for each AOG, commencing in
                        the first day of such AOG situation, for each day the
                        AOG situation continues thru the 10th day of such AOG
                        situation. Should the AOG situation continues past the
                        10th day of such AOG situation, senior executives of
                        each party, so designated by each party, shall meet
                        within 5 calendar days to negotiate an equitable
                        solution.

            3.4.11.7    the foregoing shall constitute the sole remedy of Copa
                        and the sole liability of GE for Spare Engine
                        availability under this Agreement.

     3.4.12 Implement remote diagnostics services known as "Tier One" to
            identify and diagnose trend shifts in accordance with the following
            requirements ("Remote Diagnostics") as follows:

            3.4.12.1    Twenty-four (24) hours a day, seven (7) days a week ("24
                        X 7") automated processing of Engine performance and
                        other data using Remote Diagnostics expanded tool set
                        when received at the Designated Repair Station.

            3.4.12.2    Customer Notification Reports ("CNR"), for Engine
                        condition monitoring trend shift observation, including
                        engineering review, analysis, and recommendations based
                        on trend shift observations and other available
                        information. CNRs will be provided to Customer as
                        required on a 24 X 7 basis.

            3.4.12.3    Monthly Performance Summary Report.

            3.4.12.4    GE shall review that portion of data and messages
                        delivered to GE by Customer that are relative to GE's
                        implementation of Remote Diagnostics.

            3.4.12.5    The parties understand that any information provided to
                        Customer by GE for use in troubleshooting and managing
                        operations is advisory only. GE is not responsible for
                        Line Maintenance or other actions resulting from such
                        advice. GE will use commercially reasonable efforts to
                        identify and notify Customer of Engine and aircraft
                        fault data. Customer is responsible to conclusively
                        identify and resolve any aircraft or Engine faults or
                        adverse trend

     3.4.13 If Copa's spare Engine availability reaches zero (0) as a sole and
            direct result of SV for Supplemental Work per Article 4, GE shall
            deliver a Lease Engine to Copa at Copa's expense as provided in the
            GELA agreement. If not possible to provide an engine, GE will
            endeavor, using its diligent commercial efforts, to locate and
            deliver a spare engine from other resources.

                                       10

<PAGE>

                           ARTICLE 4 SUPPLEMENTAL WORK

4.1   Supplemental Work At Shop Visits. Any and all Services not specifically
      included in the MCPH Program pursuant to Paragraph 3.4, above shall be
      performed by GE in accordance with the Supplemental Work pricing
      provisions of Exhibit A. Supplemental Work shall include, but not be
      limited to:

      4.1.1 Any shop visit not described in Paragraph 3.2.2 of this Agreement.

      4.1.2 Further, Services described in Paragraph 3.4 of this Agreement,
            shall be identified as Supplemental Work if it has been determined
            to GE's reasonable satisfaction, based on reasonable technical
            substantiation provided to Copa including, without limitation,
            engineering reports and metallurgical analysis, that such Engine or
            module requires Service for, or as a result of the following while
            the equipment was in Copa's care, custody, or control:

            4.1.2.1     An accident.

            4.1.2.2.    FOD that is not covered under 3.2.2.5 above. GE will
                        provide reasonable assistance, which may include
                        independent metallurgical analysis as required, to Copa,
                        in substantiation of FOD events in support of processing
                        insurance claims for same.

            4.1.2.3     The incorporation, at Copa's request, of Service
                        Bulletins other than those described in Paragraph 3.4.4
                        of this Agreement.

            4.1.2.4     Military action or terrorist activity.

            4.1.2.5     An act of God.

            4.1.2.6     Improper or negligent installation, operation or
                        maintenance of Copa's equipment not in conformance with
                        OEM manuals, unless performed by GE.

            4.1.2.7     Experimental test applied to the equipment, unless
                        performed by GE.

            4.1.2.8     Use of non-conforming parts, components or modules,
                        except those installed by GE.

            4.1.2.9     Repairs resulting from failure of a PMA part not
                        installed by GE (for GE or CFMI Engine lines).

            4.1.2.10    Engine upgrade programs or conversion to another thrust
                        rating.

            4.1.2.11    Operation beyond OEM removal guidelines.

            4.1.2.12    Service required to comply with or resulting from lease
                        return conditions.

            4.1.2.13    Catastrophic Failure, unless due to defects in material
                        or GE workmanship.

            4.1.2.14    Repair or replacement of buyer furnished equipment and
                        LRU's not defined in Exhibit E.

            4.1.2.15    Replacement of scrapped LRU's or QEC items.

                                       11

<PAGE>

4.2   Work Accomplished at Copa's Facility. Copa shall be responsible for all
      repairs that may be accomplished without a MCPH Shop Visit, consistent
      with Copa's historical maintenance practices, except for Services that GE
      decides to perform on-wing that would otherwise be performed under the
      MCPH Program.

4.3   On-Wing Support. GE shall provide, at Copa's request, twenty-four (24)
      hour field service support for on-wing Services at rates specified in
      Schedule 3 of Exhibit A.

4.4   Additional/Changed Engine Removals. Should Copa elect to remove an Engine
      notwithstanding advice to the contrary from GE's onsite Service
      Representative (Reference Paragraph 3.2.2.4 above) such shop visit shall
      be deemed Supplemental Work, unless, during that shop visit, it is
      demonstrated that the removal meets the requirements to be considered a
      MCPH Shop Visit.

4.5   Pre-Existing Warranty. Copa agrees that any requested Engine repairs that
      are covered under a warranty from an entity other than GE shall be
      performed directly by that entity at no expense to GE or, at GE's option,
      such warranties shall be, for the duration of the term hereof, assigned to
      GE to the extent assignable. A list of such equipment under pre-existing
      warranties shall be developed by Copa and GE within thirty (30) calendar
      days of execution of this Agreement. Copa agrees to execute the warranty
      assignment letter, attached hereto as Exhibit D, as required by paragraph
      5.1.7 below.

4.6   Transportation Stands and Containers. Maintenance services, as required,
      for Copa's Engine transportation stands and containers while at GE's
      facility in connection with Supplemental Work shall be charged as
      Supplemental Work.

4.7   **Material Redacted**

4.8   **Material Redacted**

                          ARTICLE 5 - COPA OBLIGATIONS

5.1   During the term of this Agreement, Copa shall:

      5.1.1 Provide to GE's authorized personnel immediate, reasonable, access
            to the Engines when such Engines are in Copa's possession, as well
            as to all operating and maintenance records related to the Engines
            which are maintained by Copa, in a manner which does not cause undue
            interruption to Copa's operations.

      5.1.2 Make every reasonable effort to provide incoming transportation
            information in writing to GE (A) within forty-eight (48) hours prior
            to the availability of an Engine for Delivery, (B) within
            twenty-four (24) hours following commencement of an unscheduled
            removal, when either occurs within or outside the forty-eight (48)
            contiguous United States.

      5.1.3 Designate in writing one (1) or more of its employees as a
            representative during the term of this Agreement. Such
            representative(s) shall be Copa's point of contact for matters
            hereunder.

      5.1.4 Develop with GE, on a monthly basis, an RS of Engines forecast for
            Delivery to GE for Service hereunder. The RS shall identify by
            serial number the Engine(s) to be Delivered during the following six
            (6) month period and the anticipated reason for removal of each.
            However, actual removals shall occur as specified in the Procedures
            Manual.

      5.1.5 Provide all line maintenance and line station support.

      5.1.6 Copa shall use commercially reasonable efforts to troubleshoot in
            accordance with the Engine's OEM or aircraft maintenance manuals, as
            applicable. Copa shall, with GE's concurrence, to the extent that it
            is practicable to obtain GE's concurrence, determine prior to
            removal from the aircraft

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<PAGE>

            whether any Engine requires off-wing repairs considering the impact
            the off-wing maintenance may have on Copa flight operations.

      5.1.7 Execute the Warranty Assignment Letter, attached hereto as Exhibit D
            stating that Copa agrees to assign to GE the benefits of all
            off-wing maintenance related guarantees (but, excluding the CFMI
            Shop Visit Rate Guarantee), warranties or other remedies (including
            campaign service bulletin benefits) Copa is entitled to assign, and
            which directly relate to Services covered by MCPH charges. If these
            guarantees, warranties or other remedies cannot be assigned, Copa
            will raise claims under said non-assigned guarantees, warranties or
            other remedies. Copa agrees to support GE in the enforcement of any
            assigned rights as described in this Paragraph 5.1.7. It is agreed
            that any remaining benefits of such warranties and guarantees shall
            be re-assigned to Copa by GE upon expiration or termination of this
            Agreement.

      5.1.8 No later than the time of Delivery of the equipment, provide GE all
            information and records necessary for GE to establish the nature and
            extent of the Services required to be performed on the equipment and
            to perform such Services. Such information and records include, but
            are not limited to:

            5.1.8.1     The cause of Engine removal (reason for this shop
                        visit);

            5.1.8.2     Applicable information as typically received in Engine
                        log books detailing work performed at last shop visit,
                        any reported defects or incidents during operation since
                        last shop visit, with description of action taken, and
                        significant operational characteristics experienced
                        during last flight prior to shop visit;

            5.1.8.3     SB and AD status/requirements;

            5.1.8.4     Total engine operating time since new ("TSN") for each
                        Engine;

            5.1.8.5     Time since last shop visit ("TSLV") for each Engine,
                        module, component and accessory;

            5.1.8.6     Flight cycles since new ("CSN");

            5.1.8.7     Flight cycles since last visit ("CSLV");

            5.1.8.8     Record of change of parts during operating period prior
                        to this shop visit (these records are limited to the
                        previous ninety (90) days);

            5.1.8.9     TSN, CSN, TSLV, CSLV time since overhaul ("TSO") and
                        cycles since overhaul ("CSO") for each thrust rating
                        utilized on all LLP;

            5.1.8.10    Back to birth history certificate indicating history
                        from zero TSN/CSN on all LLPs;

            5.1.8.11    Copa inventory of equipment "as shipped", including
                        (when applicable) a description of the external Engine
                        configuration;

            5.1.8.12    Engine oil used (for Engines);

            5.1.8.13    Historical log (for parts and accessories);

            5.1.8.14    Module log cards (if applicable); and

            5.1.8.15    Engine on-wing performance trend data generated
                        utilizing trend monitoring programs such as ADEPT or
                        SAGE (if available). Copa's failure to furnish necessary
                        information and records shall result in an excusable
                        delay in induction of the Engine for Service, and GE's
                        obligation to provide a lease Engine, as specified in
                        Paragraph 3.4.12, shall be suspended on a day for day
                        basis for that shop visit delay, and may necessitate
                        premature LLP replacement as described in Paragraph
                        7.2.2, below, at Copa's expense. However, prior to
                        replacing such LLP, and if data remains unavailable for
                        three (3) calendar days, GE will first advise Copa that
                        certain records are missing and allow Copa five (5)
                        working days to acknowledge and forward such records to
                        GE.

            5.1.8.16    Non-OEM approved parts or repairs installed by other
                        than GE in such Engine.

            5.1.8.17    Standard Form ATA-106 (non-incident statement) or
                        equivalent for the Engine since its last certification
                        as airworthy.

      5.1.9 Provide to GE an external equipment configuration specification for
            any Engine to be Delivered for Service.

                                       13

<PAGE>

     5.1.10 Ensure that adequate non-exclusive workspace, parking, and local
            telephone and facsimile access are available for the GE technical
            representative assigned to the Copa facility, as applicable. Costs
            incurred by such GE technical representative, including without
            limitation, long distance telephone charges, fax, or computer
            charges, shall be the responsibility of GE.

     5.1.11 Provide a minimum quantity of spare Engines, as required in Exhibit
            B, for the term of the Agreement.

     5.1.12 Provide automated transfer of Engine trend and maintenance data
            from in-flight data acquisition systems and/or ground based computer
            systems via electronic medium.

     5.1.13 **Material Redacted**

        ARTICLE 6 - DELIVERY, REDELIVERY, AND GOVERNMENTAL AUTHORIZATION

6.1   DELIVERY. ALL ENGINES FROM COPA'S FLEET, AS SPECIFIED IN EXHIBIT B, TO BE
      SERVICED SHALL BE DELIVERED BY COPA TO GE. SUCH ENGINES SHALL BE READY FOR
      SHIPMENT WITHIN FORTY-EIGHT (48) HOURS, FROM LOCATIONS WITHIN THE
      FORTY-EIGHT (48) CONTIGUOUS UNITED STATES, AND WITHIN ONE HUNDRED TWENTY
      (120) HOURS FROM LOCATIONS OUTSIDE OF THE FORTY-EIGHT (48) CONTIGUOUS
      UNITED STATES, FOLLOWING REMOVAL FROM THE AIRCRAFT. HOWEVER, GE SHALL HAVE
      THE OPTION TO PERFORM REPAIRS WITH A FIELD TEAM AT LOCATIONS OTHER THAN
      ITS FACILITIES.

6.2   Redelivery. After completion of Services, GE shall Redeliver the Engine to
      Copa. In the event Redelivery of the Engine cannot occur due to any cause
      referred to in Article 12, "Excusable Delay" below, or at Copa request, GE
      may place such Engine into storage (which may be at a Repair Station). In
      such event, GE shall notify Copa of such storage, GE's Redelivery
      obligations shall be deemed fulfilled, except that GE shall retain all
      risk of loss or damage to the Engine until they are in Copa's care,
      custody and control, and any amounts payable to GE upon Redelivery shall
      be payable Upon presentation of GE's invoice. Such Engines in storage
      shall be considered available spare Engines for purposes of Paragraph
      5.1.11 above. Upon payment of all amounts due hereunder, GE shall assist
      and cooperate with Copa in the removal of Engines placed in storage.

6.3   Governmental Authorization. Copa shall be the importer and/or exporter of
      record outside of the U.S. and shall be responsible for timely obtaining
      any import license, export license, exchange permit, or other required
      governmental authorization relating to the Engines. GE shall be importer
      and/or exporter of record in the U.S. GE will not be liable if any
      authorization is not renewed or is delayed, denied, revoked, or
      restricted, and Copa shall not thereby be relieved of its obligation to
      pay for Services performed by GE. All items and equipment delivered
      hereunder shall at all times be subject to the U.S. Export Administration
      Regulations and/or International Traffic in Arms Regulations of the U.S.A.
      and any amendments thereto. Copa agrees not to dispose of U.S. origin
      items provided by GE other than in and to the country of ultimate
      destination specified in Copa's purchase order and/or approved government
      license or authorization, except as said laws and regulations may permit.

                    ARTICLE 7 - PARTS REPLACEMENT PROCEDURES

7.1   Missing or Damaged Parts. GE shall, within one hundred twenty (120) hours
      of Delivery, notify Copa in writing, or by alternate mutually agreed
      electronic communication, of any components or LRUs damaged or missing
      from an Engine when received at the Designated Repair Station. GE shall
      replace such missing or damaged items at Copa's expense unless Copa
      notifies GE in writing within two (2) business days of receiving GE's
      notice that Copa wishes to furnish such missing or damaged items within a
      period of time specified by GE. If such damage or loss occurred after
      Delivery, GE shall be responsible for repairing or replacing such item.

                                       14

<PAGE>

7.2   Parts Replacement. GE shall determine which parts are required to
      accomplish the Services associated with a MCPH Shop Visit and shall
      provide all parts and materials required to accomplish the Services.

      7.2.1 Rotable Parts. GE may issue compatible parts from GE's Rotable Parts
            inventory to replace Copa's parts requiring repair. Copa agrees to
            accept compatible Rotable Parts that are updated to the then-current
            Service Bulletin baseline used by the majority of GE's customers.
            Repairable parts removed from the Engine and replaced by GE's
            Rotable Parts inventory will be repaired by GE or a third party, at
            GE's option. Any Rotable Part which replaces a Copa part shall meet
            or exceed the modification standard of the Copa part.

      7.2.2 Life Limited Parts. LLP received by GE without the necessary records
            required in Paragraph 5.1.8 above that relate to LLP, shall be
            replaced by GE at Copa's expense as stated therein, following the
            time period allowed for Copa to provide such records, as stated
            herein.

7.3   Title to Parts. GE furnished parts and material incorporated into an
      Engine shall be deemed to have been sold to Copa and title to such GE
      furnished parts and material shall pass to Copa upon incorporation into
      such Engine. Risk of loss or damage to such parts and material shall pass
      to Copa upon Redelivery of the Engine. Title to any parts removed from the
      Engine, which are replaced by other parts, shall pass to GE upon
      incorporation into the Engine of the replacement part, unless such removed
      parts are scrapped.

7.4   Title to Scrapped Parts. Title to Scrapped Parts shall pass to GE upon
      review and disposition by Copa, only to the extent required to comply with
      FAA requirements. Title to Scrapped Parts as result of a Supplemental Shop
      Visit shall pass to GE only upon confirmation of scrap status by Copa.

7.5   Scrapped Parts. GE shall, at its sole expense and without any further
      adjustment to Copa, dispose of all Scrapped Parts, except for Supplemental
      Work Scrap Parts which shall be subject to Copa's disposition instructions
      (delays in such disposition instruction shall not prevent GE from
      continuing performance on the Engine, including replacement of the
      Scrapped Part). Copa shall prior to the end of each calendar quarter
      elect, at its option, either to witness destruction of Scrapped Parts or
      receive a certificate of destruction, in a format to be set forth in the
      Procedures Manual, during the subsequent quarter.

             ARTICLE 8 - REPAIR STATIONS AND SUBCONTRACTED SERVICES

8.1   GE Repair Stations. GE may have any of the Services within the scope of
      this Agreement performed at any facility of GE or any GE affiliated repair
      station, with prior Copa written approval, such approval not to be
      unreasonably withheld, delayed or denied.

8.2   Subcontracted Services. GE may subcontract any portion of the Services to
      be performed on the Engines. Any subcontracted Services shall be performed
      in accordance with the requirements of this Agreement. Copa shall, at its
      sole expense, have the right to review GE's audit report(s) for such
      subcontractor(s). Subcontracting of any Services hereunder shall not
      relieve GE of its performance obligations set forth in this Agreement.

                               ARTICLE 9 - PRICING

In consideration of Services provided under this Agreement, Copa agrees to pay
GE for labor, material, subcontractor Services, testing, and all other services
furnished hereunder in accordance with the prices set forth in Exhibit A. All
prices are stated in 2003 United States Dollars, and are subject to adjustment
as described in Exhibit A.

                                       15

<PAGE>

                        ARTICLE 10 -INVOICES AND PAYMENT

10.1  MCPH Payments. Copa shall remit to GE, on the fifteenth (15th) day of each
      month of performance under this Agreement, an amount equal to the actual
      EFH incurred by all of the Engines for that preceding month multiplied by
      the applicable adjusted and escalated MCPH Rate.

10.2  Supplemental Work Payments.

      10.2.1 Supplemental Work invoices shall be net of any warranty applicable
             to the equipment which GE receives.

      10.2.2 Application of Payments

             Payments by Copa for Supplemental Work shall be applied to the
             oldest outstanding invoices, less any disputed amounts, in order of
             succession.

      10.2.3 Invoice(s)

             10.2.3.1   Interim Invoices. GE shall issue an interim invoice at
                        terms of net thirty (30) days, following incoming
                        inspection of Engines into GE's Designated Repair
                        Station, for GE's cost estimate for that shop visit.

             10.2.3.2   Final Invoice. GE shall issue a final invoice for
                        Services as soon as practicable, not later than 6 months
                        following Redelivery of the Engine. The final invoice
                        shall reflect the total charges owed by Copa and credits
                        due Copa and shall reflect any additional charges and/or
                        credits to the interim invoice(s) incurred, based on
                        actual charges to complete the Services. Such invoice
                        shall be reconciled with any interim invoice(s).

             10.2.3.3   Payment Terms. Copa shall pay, in full, the unpaid
                        balance of any final invoice for Services within thirty
                        (30) days after Redelivery of the Engine. If any payment
                        date falls on a day that is not a business day, the
                        payment that is otherwise due shall instead be due the
                        next business day. Subject to GE's then current credit
                        and collection status for Copa, or in the event Copa's
                        account becomes delinquent, GE reserves the right to
                        require different terms of payment or other commercially
                        acceptable assurances of payment until such delinquency
                        has been cured.

             10.2.3.4   All Invoices shall include the following information:

                        -     Cover sheet to include general transaction data.

                        -     Labor summary.

                        -     Material listing by source. (Includes PN, IIN,
                              Noun, reason for replacement, price, quantity and
                              total price.)

                        -     Subcontractor charges, including supporting
                              documentation.

                        -     Any other applicable charges.

      10.2.4 Invoice Dispute Resolution Process

             In the event Copa has a legitimate, substantiated reason(s) to
             believe that an error(s) has been made in a GE invoice for
             Supplemental Work, the following resolution process shall apply:

             10.2.4.1   Copa shall provide written notice to GE which states
                        both the amount and nature of the alleged error(s)
                        within thirty (30) working days of the applicable
                        invoice date;

                                       16

<PAGE>

             10.2.4.2   Copa shall deduct the amount(s) being disputed from the
                        invoice total, without penalty, pending an investigation
                        by GE of the alleged error(s); however, Copa shall pay
                        all non-disputed charges in accordance with Paragraph
                        10.2.1, above;

             10.2.4.3   GE shall conduct an investigation of the disputed
                        amount(s) and notify Copa of the findings of such
                        investigation within ten (10) working days of receipt of
                        notification. Upon mutual agreement of such resolution,
                        Copa shall pay any and all amounts still owed to GE or
                        GE shall credit Copa, as applicable and as promptly as
                        possible, but in no event later than thirty (30) days
                        following such resolution.

      10.2.5 All MCPH charges paid by Copa for an ineligible Engine, to the
             point such Engine qualifies under the MCPH Program's eligibility
             requirements in 3.1.3 above, shall be credited up to the
             Supplemental Work charges for the Qualifying Shop Visit.

      10.2.6 In the event that Copa requires a Supplemental Work shop visit
             which includes a Full Performance Restoration Workscope, GE shall
             invoice all of the Services performed during that shop visit as
             Supplemental Work and credit Copa's Supplemental Work invoice for
             ninety percent (90%) of Copa's MCPH payments actually paid to GE
             for EFH incurred by the applicable Engine since its last shop visit
             or since new, whichever occurred last.

10.3  Late Payment. Should Copa fail to make payment for non-disputed charges
      within the specified time, then it is agreed that GE may charge interest
      for late payment at a rate equal to the then current one (1) year London
      InterBank Offered Rate ("LIBOR") for U.S. Dollar deposits, as published in
      the Wall Street Journal, plus two hundred (200) basis points, compounded
      daily on any unpaid balance commencing on the next calendar day after the
      payment due date until such time as the payment plus the late payment
      charges are received by GE. Payments by Copa shall be applied to the
      oldest outstanding amounts owing to GE in order of succession. GE's
      obligation to provide a lease Engine as specified in Paragraph 3.4.11 will
      be suspended during any period Copa fails to make payment within the
      specified time, except for amounts disputed pursuant to 10.2.4.

10.4  Payment Instruction. All payments under this Agreement shall be made in
      United States Dollars, immediately available for use, without any right of
      set-off or deduction, except as permitted by this Agreement, via wire
      transfer by Copa to the bank account and address designated below:

                            GE Engine Services, Inc.
                             Account No. 1010933861
                                 ABA # 043000096
                            Pittsburgh National Bank
                               Pittsburgh PA 15265

10.5  Mechanic's Lien/Security Interest. To the extent permissible under any
      applicable Lease of Copa aircraft and Copa's rights under applicable law
      in the respective Engine operated by Copa, Copa shall properly execute and
      deliver all documentation as reasonably requested by GE to effect GE's
      rights to a mechanic's, material man's, FAA or other statutory or common
      law lien under applicable state, federal or foreign laws.

       ARTICLE 11 - LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

11.1  Total Liability. The total liability of GE or Copa for any and all claims,
      whether in contract, warranty, tort (including negligence but excluding
      willful misconduct or gross negligence), product liability, patent
      infringement, or otherwise for any damages arising out of, connected with,
      or resulting from the performance or non-performance of any Service or
      Services provided hereunder or from the manufacture, sale, Redelivery,
      resale, repair, overhaul, replacement or use of any Engine shall not
      exceed the then current fair market value of that certain Engine which
      gives rise to the claim, on a per occurrence basis.

                                       17

<PAGE>

11.2  Damages. Except for indemnification obligations for third party claims
      under Paragraph 11.3 or as otherwise provided herein, in no event, whether
      as a result of breach of contract, warranty, tort (including negligence
      but excluding willful misconduct or recklessness), product liability,
      patent infringement, or otherwise, shall GE be liable for any special,
      consequential, incidental, resultant (except resultant physical damage to
      any Engine), indirect, punitive or exemplary damages (including, without
      limitation, loss of use, loss of profit or loss of revenue in connection
      with the Engine).

11.3  GE and Copa shall each release the other party from, and shall indemnify,
      defend and hold the other party harmless from and against any and all
      claims, liabilities and losses whatsoever of any nature or kind on account
      of or by any reason of injury to or death of any employee or
      representative of that other party or any third party or damage to or loss
      of property, including infringement of intellectual property rights, of
      that other party or any third party, arising out of, in connection with or
      resulting from performance hereunder or operation of the Aircraft on which
      an Engine is installed, whether in contract, warranty, tort, product
      liability, patent infringement or otherwise, except to the extent such
      injury, death or damage arose directly out of the gross negligence or
      willful misconduct of an indemnified party.

11.4  Definition. For the purpose of this Article 11, the term "GE" or "Copa" is
      deemed to include such party and its affiliated companies, the
      subcontractors and suppliers of any Services furnished hereunder, and the
      directors, officers, employees, servants, and representatives of each.

11.5  Insurance. GE shall maintain, at its own cost and expense, during the term
      of this Agreement, policies of insurance of the types and in the amounts
      not less than those stipulated in the terms of this Agreement:

      11.5.1 Comprehensive General Liability with combined single limits not
             less than $2,500,000.00 per occurrence.

      11.5.2 Aircraft Products and Completed Operations liability, for bodily
             injury and property damage with limits of not less than
             $500,000,000.00 combined single limit per occurrence and in the
             aggregate where applicable.

      11.5.3 Workers' Compensation to statutory limits and Employer's Liability
             with limits of not less than $1,000,000.00 per occurrence and
             including occupational disease coverage.

      11.5.4 GE shall cause the aforesaid liability insurance policies to be
             duly and properly endorsed by GE's insurance underwriters to:

             11.5.4.1   Contain a standard cross liability/severability of
                        interest clause.

             11.5.4.2   Provide that said insurance shall be primary in all
                        instances with respect to Copa's insurance which shall
                        be secondary or excess at all times.

             11.5.4.3   Provide blanket contractual liability coverage for the
                        liability, indemnity and hold harmless obligations
                        assumed under the terms of this Agreement.

             11.5.4.4   Provide a waiver of subrogation rights in favor of Copa.

             11.5.4.5   Provide thirty (30) days prior written notice of
                        cancellation or adverse material change in coverage.

             11.5.4.6   Provide that Copa is endorsed as an additional insured.

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<PAGE>

      11.5.5 Within ten (10) days after the execution of this Agreement, GE
             shall supply Copa with certificates of insurance evidencing the
             coverages and endorsements referenced above with Copa listed as an
             additional insured.

                          ARTICLE 12 - EXCUSABLE DELAY

12.1  Excusable Delays. GE and Copa shall be excused from, and shall not be
      liable for, any delays in its performance or failure to perform hereunder,
      and shall not be deemed to be in default for any delay in or failure of
      performance hereunder due to causes beyond its reasonable control. Such
      causes shall be conclusively deemed to include, but not be limited to,
      acts of God, acts (or failure to act) of the other party, acts (or failure
      to act) of civil or military authority, government priorities, fires,
      strikes, labor disputes, work stoppage, floods and other natural
      catastrophe(s), epidemics, war (declared or undeclared), riot, or delays
      in transportation. In the event of any such delay, the time of performance
      shall be extended for a period equal to the time lost by reason of the
      delay.

12.2  Continuing Obligations. Paragraph 12.1 shall not, however, relieve either
      party from using its best commercial efforts to avoid or remove such
      causes of delay and continue performance with reasonable dispatch when
      such causes are removed. If, within fourteen (14) calendar days of the
      event causing the excusable delay, GE has not provided Copa evidence of
      GE's ability to continue providing Services under the Agreement or
      providing such Services through a third party, Copa shall have the right
      to have any of the Services performed by a mutually agreeable third party.
      In such event, GE shall, with respect to any Engine sent to a third party,
      reimburse Copa the MCPH Rates paid since the last MCPH Shop Visit.

12.3  Extended Delay - Termination. If delay resulting from any of the foregoing
      causes extends for more than six (6) months and the parties have not
      agreed upon a revised basis for continuing the Services, including any
      adjustment of the price, then either party, upon thirty (30) calendar days
      written notice to the other, may terminate the performance of Services
      with respect to any Engine for which Services were delayed, whereupon Copa
      shall pay GE amounts due upon receipt of GE's invoice(s).

                              ARTICLE 13 - NOTICES

13.1  Acknowledgment. All notices required or permitted under this Agreement
      shall be in writing and shall be delivered personally, or sent via first
      class mail, return receipt requested, facsimile, courier service, or
      express mail, addressed as follows or such other address as either party
      may designate in writing to the other party from time to time:

      GE:                                COPA:
      GE Engine Services, Inc.           Compania Panamena De Aviacion, S.A
      1 Neumann Way                      Tocumen Int'l Airport
      M/D F-103                          P.O. Box 1572
      Cincinnati, OH 45215-6301          Panama 1, Panama
      Attn: President & CEO              Attn: VP Purchasing & Material Services
      Copy to: GE Engine Services, Inc   Tel.: (507) 238-4449
               1 Neumann Way             Fax: (507) 238-4810
               M/D F-120
               Cincinnati, OH 45215-6301 Copy to: Chief Financial Officer

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<PAGE>

      Attn: Manager, Fleet Management Operation

13.2  Effect of Notices. Notices shall be effective and shall be deemed to have
      been given when received by the recipient (A) if sent by courier, express
      mail, or delivered personally, upon delivery; (B) if sent by facsimile,
      upon receipt; and (C) in the case of a letter sent prepaid first class
      mail, on the fifth (5th) day after posting (or on actual receipt, if
      earlier).

                      ARTICLE 14 - TAXES AND OTHER CHARGES

14.1  Taxes, Duties or Charges. In addition to the price for the Services, Copa
      shall pay to GE, upon demand, any taxes (including without limitation,
      sales, use, ad valorem, excise, turnover or value added taxes), duties,
      fees, charges, imposts, tariffs, or assessments of any nature (but
      excluding income taxes) ("Taxes"), assessed or levied in connection with
      GE's performance under this Agreement.

14.2  Right To Protest/Refund. If claim is made against GE for any such Taxes,
      GE shall immediately notify Copa and, if requested by Copa, GE shall not
      pay except under protest, and if payment be made, GE shall use all
      reasonable efforts to obtain a refund thereof. If all or any part of any
      such Taxes be refunded, GE shall repay to Copa such part thereof as Copa
      shall have paid. Copa shall pay to GE, upon demand, all expenses
      (including penalties, interest and attorney's fees) incurred by GE in
      protesting payment and in endeavoring to obtain such refund at Copa's
      request.

                  ARTICLE 15 - DISPUTE RESOLUTION, ARBITRATION

15.1  Resolution by Senior Management. If a dispute arises relating to this
      Agreement and related damages, if any, (the "Dispute") either party shall
      give written notice to the other party requesting that senior management
      attempt to resolve the Dispute. Within fifteen (15) days after receipt of
      such notice, the receiving party shall submit a written response. The
      notice and the response shall include a statement of the applicable
      party's position and a summary of reasons supporting that position. The
      parties shall cause senior management to meet within thirty (30) days
      after delivery of the notice, at a mutually acceptable time and place, and
      thereafter as often as they reasonably deem necessary, to use commercially
      reasonable efforts to resolve the Dispute.

15.2  Arbitration. If the parties' senior management do not resolve the Dispute
      by means of the process described above within one hundred twenty (120)
      calendar days after delivery of the disputing party's notice, then either
      party may request that the Dispute be settled and finally determined by
      binding arbitration in New York, New York, USA, or any other location the
      parties may agree, in accordance with the Commercial Arbitration Rules of
      the American Arbitration Association (then in effect) ("AAA").

15.3  Arbitration Procedure. The arbitration will be conducted by a single
      arbitrator chosen by agreement of the parties. In the event that they are
      unable to reach agreement within thirty (30) calendar days of the demand
      for arbitration, the parties may request the AAA to appoint the neutral
      arbitrator. The arbitrator may hold pre-hearing conferences or adopt other
      procedures. The Agreement shall be interpreted and applied in accordance
      with the substantive laws of the State of New York, without giving effect
      to its conflict of law provisions, rules or procedures (except to the
      extent that the validity, perfection, or creation of any lien or security
      interest hereunder and the exercise of rights or remedies with respect of
      such lien or security interest for a particular item of equipment are
      governed by the laws of a jurisdiction other than New York).

      Reasonable examination of opposing witnesses in oral hearing will be
      permitted. Each party will bear its own cost of presenting or defending
      its position in the arbitration. The award of the arbitrator shall be
      final, binding and non-appealable and judgment may be entered thereon in
      any court having jurisdiction

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      thereof. If a party is found to be in default hereunder, the
      non-defaulting party's reasonably incurred costs associated with the
      arbitration, including reasonable attorneys' fees, shall be paid by the
      defaulting party.

15.4  **Material Redacted**

15.5  Exception. Either party may at any time, without inconsistency with this
      Article 15, seek from a court of competent jurisdiction any equitable,
      interim, or provisional relief to avoid irreparable harm or injury. This
      Article 15 shall not be construed to modify or displace the ability of the
      parties to effectuate any termination contemplated in Article 16 below.

                            ARTICLE 16 - TERMINATION

16.1  Failure to Pay/Insolvency. Either party may, at its option, immediately
      cancel all or any portion of this Agreement if the other party: (A) fails
      to make any of the required payments or credits when due, unless cured
      within ten (10) calendar days of such payment due date; (B) makes any
      agreement with creditors due to its inability to make timely payments of
      its debts; (C) enters into bankruptcy or liquidation whether involuntary
      or voluntary (provided, in the event of an involuntary proceeding, the
      same shall not have been dismissed within 60 days); (D) becomes insolvent;
      or (E) becomes subject to the appointment of a receiver of the whole or
      material part of its assets. If such cancellation should occur, Copa shall
      not be relieved of its payment obligation for Services rendered hereunder
      prior to such cancellation.

16.2  Material Provisions. Without limiting the provisions of Paragraph 16.1
      above and excluding any other remedies provided elsewhere in this
      Agreement, either party may cancel this Agreement upon sixty (60) calendar
      days written notice to the other for failure to comply with any material
      provision of this Agreement, unless the failure shall have been cured or
      the party in breach has substantially effected all acts required to cure
      the failure prior to such ninety (690) calendar days.

16.3  Work in Process. Upon the expiration or cancellation of this Agreement, GE
      shall complete all work in process in a diligent manner under the terms of
      this Agreement provided that Copa has deposited sufficient monies with GE
      to pay the estimated charges for all such work, in accordance with the
      prices set forth in Exhibit A.

16.4  GE shall, upon receipt of Copa's written request, promptly deliver all
      Copa's Engines, parts and related documentation to Copa.

16.5  Reconciliation of MCPH Payments. In the event this Agreement is
      terminated, GE will calculate reconciliation for each Engine covered by
      this Agreement as set forth in Paragraph 1.3.1.2 of Exhibit A to this
      Agreement. Based on this calculation and at its option, GE shall invoice
      Copa an amount to be paid by Copa within thirty (30) days of the date of
      invoice.

16.6  **Material Redacted**

16.7  Survival. Termination of this Agreement shall not terminate the rights and
      obligations of the parties accruing prior to such termination. The
      provisions of Articles 11, 17 and 18 shall survive termination of this
      Agreement.

                 ARTICLE 17 - NONDISCLOSURE OF PROPRIETARY DATA

17.1  Non-Disclosure. The existence of this Agreement and its general purpose
      may be stated to others by either of the parties without approval from the
      other, except, that the terms of this Agreement and any knowledge or
      information which either party may disclose to the other party with
      respect to pricing,

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      design, manufacture, sale, use, repair, overhaul or Service of Engines,
      shall be deemed to be proprietary information, and shall be held in
      confidence by the receiving party. Such information shall not be
      reproduced, used or disclosed to others by receiving party without the
      disclosing party's prior written consent, except to the extent required by
      government agencies and courts for official purposes. Disclosure to such
      government agencies and courts shall be made only (A) upon thirty (30)
      calendar days advance written notice by the receiving party to the other
      party of such disclosure, so as to provide that other party the ability to
      obtain appropriate protective orders, and (B) with a suitable restrictive
      legend limiting further disclosure.

17.2  Exceptions. The preceding Paragraph 17.1 shall not apply to information
      which (A) is or becomes part of the general public knowledge or literature
      otherwise than as a result of breach of the receiving party's obligations
      hereunder, or (B) was, as shown by written records, known to the receiving
      party prior to receipt from other party, or (C) is disclosed without
      restriction to the receiving party by a third party having the right to do
      so.

17.3  Trademarks. Nothing contained in this Agreement shall convey to either
      party the right to use the trademarks of the other, or convey or grant to
      either Party any license under any patent owned or controlled by the other
      party.

                              ARTICLE 18 - WARRANTY

18.1  **Material Redacted**

18.2  **Material Redacted**

18.3  **Material Redacted**

18.4  **Material Redacted**

18.5  **Material Redacted**

18.6  **Material Redacted**

18.7  **Material Redacted**

                         ARTICLE 19 - GENERAL PROVISIONS

19.1  Assignment. The assignment of all or any portion of this Agreement or any
      purchase order or any right or obligation hereunder, by either party,
      without the prior written consent of the other party, shall be void;
      except that Copa's consent shall not be required for the substitution of
      an affiliated company of GE in place of GE as the contracting party and/or
      the recipient of payments pertaining to all or any portion of this
      Agreement or any purchase order in connection with this Agreement. In the
      event of any such substitution, Copa shall be so advised in writing.

19.2  Governing Law, Waiver of Immunity. The Agreement shall be interpreted and
      applied in accordance with the substantive laws of the State of New York,
      without giving effect to its conflicts or choice of law provisions, rules
      or procedures. To the extent that Copa or any of its property becomes
      entitled at any time to any immunity on the grounds of sovereignty or
      otherwise from any legal action, suit, or proceeding of any nature, Copa
      hereby irrevocably waives the application of such immunity and
      particularly, the U.S. Foreign Sovereign Immunities Act, 28 U.S.C. 1602,
      et. seq. insofar as such immunity relates to Copa's rights

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      and obligations in connection with this Agreement.

19.3  Savings Clause. If any portion of this Agreement shall be determined to be
      a violation of or contrary to any controlling law, rule or regulation
      issued by a court of competent jurisdiction, then that portion shall be
      unenforceable and deleted from this Agreement. However, the balance of
      this Agreement shall remain in full force and effect.

19.4  Beneficiaries. Except as herein expressly provided to the contrary, the
      provisions of the document are for the benefit of the parties hereto and
      not for the benefit of any third party.

19.5  Controlling Language. The English language shall be used in the
      interpretation and performance of this Agreement. All correspondence and
      documentation arising out of or connected with this Agreement and any
      related purchase order(s), including but not limited to Engine records and
      Engine logs shall be in the English language.

19.6  Non-Waiver of Rights and Remedies. Any failure or delay in the exercise of
      rights or remedies hereunder shall not operate to waive or impair such
      rights or remedies. Any waiver given shall not be construed to require
      future or further waivers.

19.7  Titles/Subtitles. The titles and subtitles given to the sections of the
      Agreement are for convenience only and shall not in any manner be deemed
      to limit or restrict the context of the article or section to which they
      relate. The words "herein", "hereof", "hereunder", "herewith", and similar
      terms are not to be deemed restrictive and refer to the entire Agreement,
      including all Exhibits.

19.8  Currency Judgment. This is an international transaction in which the
      specification of United States Dollars is of the essence. No payments
      required to be made under this Agreement shall be discharged by payments
      in any currency other than United States Dollars, whether pursuant to a
      judgment, arbitration award, or otherwise.

19.9  No Agency Fees. Copa represents and warrants that no officer, employee,
      representative, or agent of Copa has been or will be paid a fee or
      otherwise has received or will receive any personal compensation or
      consideration by or from GE in connection with the obtaining, arranging or
      negotiation of this Agreement or other documents entered into or executed
      in connection herewith. GE represents that, unless otherwise disclosed in
      writing prior to the execution of this Agreement and approved by Copa's
      duly authorized representative, GE has not and will not enter into any
      agreement with any third party for the purpose of facilitating, assisting,
      or coordinating, in any way, shape or form, any aspect of this Agreement
      (except in the case of attorneys or other counselors whose function is to
      review and advise GE on the terms of this Agreement), including but not
      limited to the initial meetings which led to the negotiation of this
      Agreement.

19.10 On-Site Representative. Subject to the following conditions, GE agrees to
      ensure that adequate non-exclusive workspace, parking, and local telephone
      and facsimile access are available for Copa's on-site representative
      assigned to the Designated Repair Station. Costs incurred by such on-site
      representative, including without limitation, long distance telephone
      charges, fax, or computer charges, shall be the responsibility of Copa,
      and if charged to GE in the first instance, shall be invoiced to Copa.

19.11 No Agency. Nothing in this Agreement shall be interpreted or construed to
      create a partnership, agency, or joint venture between GE and Copa.

19.12 Entire Agreement. This Agreement, together with Exhibits A through E,
      contains and constitutes the entire understanding and agreement between
      the Parties hereto respecting the subject matter hereof, and supersedes
      and cancels all previous negotiations, agreements, commitments, and
      writings in connection herewith. This Agreement may not be released,
      discharged, abandoned, supplemented, changed, or modified in any manner,
      orally or otherwise, except by a writing of concurrent or subsequent date
      signed

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      and delivered by a duly authorized officer or representative of each of
      the parties hereto making specific reference to this Agreement and the
      provisions hereof being released, discharged, abandoned, supplemented,
      changed, or modified.

19.13 Counterparts. This Agreement may be executed in one or more counterparts,
      all of which counterparts shall be treated as the same binding agreement,
      which shall be effective as of the date set forth on the first page
      hereof, upon execution and delivery by each party hereto to the other
      party of one or more such counterparts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officer or representatives who represent to each other and
both parties that each is employed in the capacity indicated below and has the
unequivocal authority to execute and deliver this Agreement, which shall be
effective as of the date first above written.

GE ENGINE SERVICES, INC.                  COMPANIA PANAMENA DE AVIACION, S.A

BY: /s/ Gilberto Peralta                  BY:  /s/ Pedro Heilbron
    --------------------------------           ---------------------------------

PRINTED NAME: Gilberto Peralta            PRINTED NAME: Pedro Heilbron

TITLE: GM, Sales, Latin America           TITLE: CEO

DATE: 3/6/03                              DATE: 3/6/03

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                                    EXHIBIT A

                              **Material Redacted**

                                   **5 pages**

                                       25

<PAGE>

                                   SCHEDULE 1
                                       TO
                                    EXHIBIT A

                              **Material Redacted**

                                   **2 pages**

                                       26

<PAGE>

                                   SCHEDULE 2
                                       TO
                                    EXHIBIT A

                              **Material Redacted**

                                   **2 pages**

                                       27

<PAGE>

                                   SCHEDULE 3
                                       TO
                                    EXHIBIT A

                              **Material Redacted**

                                       28

<PAGE>

                                    EXHIBIT B

                              **Material Redacted**

                                       29

<PAGE>

                                    EXHIBIT C

                              **Material Redacted**

                                   **2 pages**

                                       30

<PAGE>

                                    EXHIBIT D

                              **Material Redacted**

                                       31

<PAGE>

                                    EXHIBIT E

                              **Material Redacted**

                                       32