10/20/2003

JSSI/VEST COMPLETE

ENGINE MAINTENANCE PROGRAM CONTRACT

Jet Support Services, Inc.

180 North Stetson

29th

Floor

Chicago, Illinois 60601

Phone: (312) 644-4444

Fax: (312) 644-4440

10/20/2003

TABLE OF CONTENTS

I. OBLIGATIONS OF JSSI ...................................................................................... 1

II. OBLIGATIONS OF CUSTOMER........................................................................ 2

III. ENGINE MAINTENANCE .................................................................................. 3

IV. RENTAL ENGINES.............................................................................................. 7

V. TRANSFER, TERMINATION AND CONTINUATION OF SERVICE ............ 7

VI. FEES AND OTHER CHARGES......................................................................... 12

VII. GENERAL PROVISIONS .................................................................................. 14

EXHIBIT A—DEFINED TERMS

EXHIBIT B—APPLICATION

EXHIBIT C—ENGINE PRO RATAS

10/20/2003

JSSI/VEST COMPLETE ENGINE MAINTENANCE PROGRAM CONTRACT

CONTRACT NUMBER:

THIS JSSI/VEST COMPLETE ENGINE MAINTENANCE PROGRAM CONTRACT (this "Contract") is entered into as of the ____ day of ______, ____, by and between ___________, a ____________ corporation (the "Customer"), and JET SUPPORT SERVICES, INC., a Delaware corporation ("JSSI").

R E C I T A L S:

A. JSSI is in the business of providing programs for the repair and maintenance of turbine engines as described in this Contract (the "Program"). All terms used herein, and not defined herein, shall have the meanings ascribed to them in Exhibit A, attached hereto and made a part hereof.

B. The Customer desires to obtain the benefits of the Program, and JSSI desires to provide the Program to the Customer, subject to the terms and conditions of this Contract.

The parties agree as follows:

I. OBLIGATIONS OF JSSI. The repair and maintenance services to be provided to the Customer and paid for by JSSI pursuant to the Program are as follows:

(a) Parts and labor for Scheduled Maintenance in accord with Exhibit C, attached hereto and made a part hereof;

(b) Parts and labor for Unscheduled Maintenance;

(c) Parts and labor required by Airworthiness Directives and mandatory or recommended Service Bulletins in accord with Section III(d) hereof;

(d) Subject to Article IV hereof, Rental Engines, Components, or Modules, if provided during extended Unscheduled Maintenance or Scheduled Maintenance as follows:

(i) Scheduled Maintenance requiring more than ten (10) business days of down time; and

(ii) Unscheduled Maintenance requiring more than five (5) business days of down time;

(e) Technical representation during Scheduled Maintenance or Unscheduled Maintenance requiring Shop Entry into Engine; and

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(f) Coverage of Line Replacement Units and associated Components and related assemblies, whether Pro Rata or otherwise, specific to each Engine as described on Exhibit C.

II. OBLIGATIONS OF CUSTOMER.

(a) Engine Operation and Maintenance.

(i) Throughout the term hereof, the Customer warrants that the Aircraft and the Engine(s) shall be operated and maintained in accord with the applicable Aircraft flight manual limitations and the applicable Aircraft and Engine maintenance manual procedures.

(ii) The Customer warrants that the Engine(s) shall not be operated for any Unusual Purposes.

(iii) The Customer warrants to the best of its knowledge that all known or suspected Abuse or damage to the Engine(s) has been promptly reported to JSSI.

(iv) The Customer warrants that any events constituting Excluded Events will be promptly reported to JSSI.

(v) The Customer agrees to comply with the Spectrometric Oil Analysis Program ("S.O.A.P."), if required by JSSI. The Customer shall submit Engine oil samples and filter elements, as applicable, for analysis to JSSI's approved laboratories. Such oil samples shall be required at intervals as specified by the manufacturer and as otherwise requested by JSSI. A replacement S.O.A.P. kit will be provided to the Customer at JSSI's expense. Additionally, the Customer agrees to comply with the engine trend monitoring program, if required by JSSI.

(vi) All Routine Inspections and maintenance shall be performed at the Customer's expense. Any defects discovered in the course of Routine Inspections requiring maintenance or replacement shall be covered in accord with applicable Pro Ratas, if any.

(b) Records. The Customer warrants that the Engine logbooks and records currently contain, and shall continue to contain, accurate entry of all Engine operating times and cycles, operating events, and any modifications, repairs or maintenance required to be recorded for the purposes of this Contract and by the FAA/OEM or any other applicable airworthiness authority or as required by law. Such information shall be promptly furnished to JSSI upon the request of JSSI. During Scheduled and Unscheduled Maintenance, the Customer agrees to ship all Engine logbooks and any other pertinent operating records with the Aircraft and Engine(s) to the Approved Repair Facility designated to perform the specified maintenance.

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III. ENGINE MAINTENANCE.

(a) Allocation of Costs Pro Rata. JSSI and the Customer agree, in accord with the cycles/hours consumed on the Engine(s)/Components, the Customer shall be responsible for its Pro Rata share of each Engine/Component upon inspection and replacement in accord with Exhibit C. If the Customer elects to replace or perform Scheduled Maintenance on a Component prior to its calendar/cycle/hour expiration, JSSI may, in its discretion, adjust the Pro Rata accordingly. Should the FAA/OEM adjust the calendar/cycle/hour limitations of a given Engine/Component, JSSI may, in its discretion, adjust the Pro Rata of that Engine/Component accordingly. In the event that the Customer's Pro Rata share in connection with any maintenance or repair to be performed hereunder is equal to or in excess of seventy-five percent (75%), JSSI may, in its discretion, require the Customer to fund an escrow account, or make a payment or payments in advance, in an amount up to such Pro Rata share. Notwithstanding anything to the contrary set forth herein, in the event the Customer pays the Pro Rata Elimination Payment at the time of the execution of this Contract, no further Pro Rata payments by the Customer will be required hereunder.

(b) Scheduled Maintenance. Scheduled Maintenance shall be performed by an Approved Repair Facility. The Customer agrees to notify JSSI not later than forty-five (45) days in advance of Scheduled Maintenance, using a form provided to the Customer by JSSI for that purpose.

(c) Unscheduled Maintenance for Unserviceable Units.

(i) Unscheduled Maintenance shall be performed by an Approved Repair Facility at JSSI's expense for parts and labor, including the labor hours expended in Troubleshooting up to a maximum of five (5) hours. All labor charges associated with Troubleshooting in excess of five (5) hours shall be the Customer's responsibility, unless additional Troubleshooting labor charges have been approved in advance by JSSI.

(ii) In the event the Customer believes an Engine requires Unscheduled Maintenance, the Customer shall notify JSSI of the location and condition of the Unserviceable Unit using a form provided to the Customer by JSSI for that purpose or calling JSSI at the telephone number provided by JSSI to the Customer from time to time. JSSI shall immediately initiate one or more of the following actions, as it deems appropriate:

(A) Dispatch appropriate personnel to the location of the Unserviceable Unit; or

(B) Dispatch a Serviceable Unit to the location specified by the Customer in exchange for the Unserviceable Unit; or

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(C) Effect a timely repair of the Unserviceable Unit.

(iii) In the event that the Approved Repair Facility is required to enter an Engine for the Unscheduled Maintenance of a Component, and, in the course of said repair, discovers items in need of additional maintenance which would not have required maintenance until the next Scheduled Event, JSSI will pay for one hundred percent (100%) of the Unscheduled Maintenance which directly caused entry to the Engine and will pay, at the Customer's option, either (i) its Pro Rata share, if any, of the additional maintenance which would not have required work until a later Engine entry, or (ii) one hundred percent (100%) of the additional maintenance which would not have required work until a later Engine entry (in such event, any related Pro Rata payment obligations, if any, of the Customer as set forth on Exhibit C would remain in effect, until satisfied at a later date).

(d) Service Bulletins and Airworthiness Directives.

(i) Service Bulletins designated as mandatory or recommended shall be performed at JSSI's expense for parts and labor when issued subsequent to the date of this Contract and incorporated with Scheduled Maintenance. All other Service Bulletin compliance is at the Customer's discretion and sole expense.

(ii) Airworthiness Directives issued by the FAA shall be performed at JSSI's expense for parts and labor when issued subsequent to the date of this Contract.

(iii) With respect to JSSI's obligation to perform Service Bulletins hereunder, any cost or liability associated with the Customer's lack of compliance with any Service Bulletin which was issued and not complied with prior to the date of this Contract shall be the responsibility of the Customer, if enrolled on a Pro Rata program.

(iv) In the event a Service Bulletin not previously complied with is upgraded in status to mandatory or an Airworthiness Directive, the cost of accomplishing the Service Bulletin or Airworthiness Directive shall be apportioned between JSSI and the Customer on a Pro Rata basis calculated from the date of this Contract.

(v) Notwithstanding the foregoing subsections, in the event this Contract is executed (A) in connection with a transfer or sale of the Aircraft, or (B) as a renewal contract, as described in Article V of this Contract, Service Bulletins shall be covered in accord with this section (d) when issued subsequent to the date of the initial JSSI contract covering the Engines.

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(e) Replaced Hardware. All Nonconsumable Hardware that is removed and replaced during Engine maintenance or repair shall be the property of JSSI and may not be destroyed or removed from the Approved Repair Facility without the prior written approval of JSSI.

(f) Replacement Components. All serviceable Components exchanged by the Approved Repair Facility shall have sufficient service life remaining to reach the next Scheduled Event, and such serviceable Components shall not necessarily be new. Unless approved by JSSI in advance, the Program will only pay for the Component requiring replacement, not the entire or next higher assembly.

(g) PIDS Completion. The provisions of this Contract that obligate JSSI to pay for Unscheduled Maintenance shall not be effective until the Pre-Induction Diagnostic Survey has been successfully completed.

(h) No Conversion. Nothing set forth herein shall be deemed to provide for the conversion of any Engine to a later or improved model of its Engine series or for the replacement of serviceable Components in response to design changes or regulatory changes after manufacture of the Engine(s).

(i) Excluded Events. Notwithstanding anything to the contrary contained herein, JSSI shall not be responsible for the costs to remedy or repair any damage or loss attributable to:

(i) Abuse of the Aircraft and/or Engine(s);

(ii) Operation of the Aircraft other than in accord with its Aircraft Flight Manual and Certificate of Airworthiness;

(iii) Unauthorized repairs, maintenance, alterations or use of Components resulting from the Customer deviating from the FAA/OEM recommendations in applicable Service Bulletins, maintenance manuals or repair and overhaul manuals;

(iv) Inspections, maintenance or repair, or loss or damage during any preparation or re-assembly or while being test run in connection with such Inspections, maintenance or repair;

(v) Any Components requiring replacement and the associated labor to replace any such Components prior to or during Unscheduled or Scheduled Maintenance as a direct result of Erosion or Corrosion beyond the OEM's limits or unusual wear and tear;

(vi) Consumption of lubricants and fuels; and

(vii) Any external causes whatsoever, including, but not limited to, fire, extinguishing of fire, accident, Lightning Strikes, explosion, impact or collision including Foreign Object Damage, burglary, theft, or

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natural catastrophe or any consequence of war, terrorism, invasion, act of foreign enemy, hostilities, civil war, rebellion, revolution, insurrection, mutiny, riot, strike, lock-out, labor disruption, civil unrest, military or usurped power, conspiracy, confiscation, commandeering, requisition or destruction of or damage to property by order of any government or any public authority.

(j) Overtemping. The Customer acknowledges and agrees that the Engine(s) may be tested from time to time by an Approved Repair Facility in accord with accepted practices to determine if any Overtemping of the Engine(s) has occurred. In the event any unreported or negligent Overtemping is detected, the cost of replacing any Components, including the associated labor costs, is the responsibility of the Customer. Alternately, in the event the failure of an Engine or a Component causes Overtemping, the Customer shall immediately report the incident to JSSI. Such failure shall be deemed the cause of an Unscheduled Event and will be covered by the Program.

(k) Missing Components. The Customer shall be responsible for the costs to replace any Component missing from an Engine at the time of receipt thereof by the Approved Repair Facility.

(l) Limitation of Liability, Specific Exclusions and Disclaimer of Warranty. The Customer acknowledges and agrees that:

(i) All repair and maintenance work performed under this Contract will be performed by an Approved Repair Facility and not by JSSI. The Approved Repair Facility, when performing services for the Customer in accord with this Contract, shall be doing so as an independent contractor and shall in no case be considered an agent of JSSI. In no event shall JSSI be liable for services performed by repair facilities;

(ii) JSSI will use its best efforts to resolve any reasonable disputes between the Customer and the Approved Repair Facility but does not warrant or guarantee the work of any Approved Repair Facility in any respect. All warranties, whether expressed, implied or statutory, such as warranties of merchantability or fitness for a particular purpose are hereby excluded and disclaimed; and

(iii) JSSI shall in no event be liable to the Customer for (a) any loss of revenue, loss of profits or any similar business loss arising from the failure of JSSI to perform its obligations hereunder, or (b) for consequential or incidental damages incurred by the Customer.

(m) Coverage of Engine(s). This Contract provides coverage for only the Engine(s) identified in the Application while the Engine(s) are installed on the Aircraft identified in the Application.

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(n) Overtime. JSSI shall not be required to incur extra charges for overtime, night work, work on public holidays or call out charges, unless otherwise agreed to in writing.

(o) Authorized Maintenance Performed by the Customer. If the Customer is authorized by the appropriate civil aviation authority, and agreed to by JSSI, to perform Scheduled Maintenance or Unscheduled Maintenance (after the expiration of any applicable manufacturer's warranty period), the Customer must deliver to JSSI a completed Labor Reimbursement Request Form and JSSI shall cause the Trust to reimburse the Customer for reasonable and appropriate labor hours at a rate not to exceed one hundred percent (100%) of the current regional labor rate and for Components at reasonable rates not higher than the current OEM retail rates, as listed in the OEM parts catalog.

(p) Premature Scheduled Maintenance. If the Customer elects to perform Scheduled Maintenance in excess of one hundred (100) Engine Operating Hours in advance of the Scheduled Maintenance, JSSI may, in its discretion, require the Customer to pay a portion of the total cost based upon the time remaining until the calendar/cycle/hour expiration.

(q) Warranty Maintenance. Unless otherwise agreed to by the parties in writing, all warranty maintenance shall be completed by an Approved Repair Facility selected by the Customer and approved by JSSI.

(r) Removal and Replacement of Engine(s). The Customer shall pay the costs for removal and replacement of the Engine(s).

IV. RENTAL ENGINES. As a condition to the Approved Repair Facility furnishing a Rental Engine to the Customer in connection with maintenance or repair covered hereunder, an Aircraft Engine Bailment Contract shall be executed between the Customer and the Approved Repair Facility. Notwithstanding anything to the contrary herein, JSSI shall not pay for any Rental Engine for more than five (5) business days after completion of Engine repair and maintenance. Failure by the Customer to return a Rental Engine within five (5) business days of completion of the related Engine repair and maintenance shall subject the Customer to the repair facility's standard Rental Engine charges. In the event a Rental Engine is provided in connection with Abuse repairs, the Customer shall be responsible for the Approved Repair Facility's normal Rental Engine charges.

V. TRANSFER, TERMINATION AND CONTINUATION OF

SERVICE.

(a) Transfer of Aircraft to Affiliate. The Aircraft may be transferred to an Affiliate without terminating this Contract. The Customer agrees to promptly notify JSSI of any such transfer, and JSSI and the Customer shall take all necessary steps to assign all of the Customer’s rights and obligations under this Contract to the Affiliate. If the Customer so desires, the Customer may exercise

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the JSSI/Vest Option in connection with any such transfer of the Aircraft to an Affiliate, pursuant to and in accord with the specific terms and conditions of Section V(f) of this Contract.

(b) Sale of Aircraft. In the event the Customer determines to sell the Aircraft during the term of this Contract, the Customer agrees to provide written notice to JSSI within ten (10) days prior to the date of closing such sale, the name and address of the Purchaser, the Aircraft and Engine operating hours and Engine cycles recorded at the time of delivery of the Aircraft to the Purchaser and any other information reasonably requested by JSSI. If the Customer is in full compliance of the terms and conditions of this Contract at the time of sale, and the Purchaser desires to maintain enrollment in the Program, JSSI and the Customer shall take all necessary steps to arrange for the execution and delivery of a new contract, between JSSI and the Purchaser, similar in form and content to this Contract and subject to the then current JSSI terms and conditions. If the Customer desires, the Customer may exercise the JSSI/Vest Option in connection with any such sale of the Aircraft pursuant to and in accord with the specific terms and conditions of Section V(f) of this Contract.

(c) Termination. In the event of a sale of the Aircraft to a Purchaser (which Purchaser shall not be an Affiliate of the Customer) not desiring to participate in the Program, or in the event the Customer desires to terminate this Contract on a date on or after the date which is 36 months after the date of this Contract, JSSI shall consent to termination of this Contract with the Customer under the following terms:

(i) The receipt by JSSI of any data and documents reasonably requested by JSSI in order to establish the Customer's liabilities accrued under this Contract;

(ii) Full payment of all amounts due and owing by the Customer through the date of termination of this Contract;

(iii) Repayment of the Customer's negative balance in the Trust, if any (this requirement only applies in the case of an early termination of this Contract by the Customer for reasons other than the sale of the Aircraft to a Purchaser not desiring to participate in the Program);

(iv) In the case of a sale of the Aircraft to a Purchaser not desiring to participate in the Program, receipt by JSSI of evidence satisfactory to JSSI of the sale of the Aircraft;

(v) Return of all equipment on loan to the Customer hereunder; and

(vi) Forfeiture of any and all moneys remaining in the Trust attributable to the Customer, unless the Customer exercises the JSSI/Vest Option as provided hereinafter.

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If the Customer desires, the Customer may exercise the JSSI/Vest Option in connection with any such termination of this Contract pursuant to and in accord with the specific terms and conditions of Section V(f) of this Contract.

(d) Early Termination.

(i) Customer's Failure to Pay; Failure to Perform. In the event the Customer fails to pay any amounts due and owing hereunder or under any other written agreement between the Customer and JSSI within thirty (30) days after such amounts are due or in the event the Customer fails to perform any of its other obligations hereunder or under any other written agreement between the Customer and JSSI and after written notice of such failure to perform and the passage of a thirty (30) day period such failure to perform persists, JSSI shall have the right to terminate this Contract by providing written notice thereof to the Customer. All monies paid under this Contract shall then be forfeited, and JSSI shall have no further obligations hereunder.

(ii) Certain Circumstances. In the event the Aircraft is damaged beyond economical repair or becomes unrecoverable because of theft, the liability of the parties in further performance of this Contract shall be terminated, all monies paid under this Contract may be forfeited in the event that Vested Funds (as defined hereinafter) have not yet accrued, and JSSI shall have no further obligation with respect to the Aircraft, Engine(s) or LRU's. Notwithstanding the foregoing, if at the time of such early termination Vested Funds have then accrued, the Customer may exercise the JSSI/Vest Option pursuant to and in accord with the specific terms and conditions of Section V (f) of this Contract. The Customer shall provide written notice to JSSI describing such damage or theft within three (3) days following the occurrence and shall pay all amounts then due and owing under this Contract.

(iii) Falsification, Misrepresentation or Withholding of Data. In the event the Customer falsifies, misrepresents or withholds any data required to be maintained or submitted to JSSI or any Approved Repair Facility pursuant to this Contract or pursuant to any other written agreement between the Customer and JSSI, JSSI may immediately terminate this Contract. In such event, all monies paid under this Contract shall be forfeited, and JSSI shall have no further obligations hereunder.

(iv) Credit Toward Replacement Aircraft. In the event (A) the Customer sells the Aircraft and the Purchaser does not wish to enroll in the Program, or (B) of the early termination of this Contract due to the damage or theft of the Aircraft, as provided in Section V(d)(ii) above, then the Customer shall be eligible for a credit for certain amounts paid into the Trust to be applied toward any subsequently acquired aircraft which the

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Customer enrolls in the Program (the "Replacement Aircraft"). Once a Replacement Aircraft is accepted by JSSI as being eligible for the Program, this credit may be used to reduce the amount of the Pro Rata Elimination Payment, if any, due on the Replacement Aircraft. The amount of this credit shall be equal to 100% of all amounts paid with respect to the Engine(s) after deducting all amounts distributed for maintenance and repair hereunder, and the aggregate amount of insurance costs, taxes, fees and expenses under the Trust allocated to this Contract. In addition, if any portion of this credit is comprised of Vested Funds not previously obtained by the Customer, the benefit of such Vested Funds shall continue to accrue to the Customer in connection with the Replacement Aircraft.

(e) Continuation of Service; Renewal Contract. The initial term of this Contract is sixty (60) months. Except in accord with the specific provisions of this Article V, this Contract is non-cancelable by either party. At the conclusion of each sixty (60) month period, a renewal contract will be issued to the Customer desiring such a contract similar in form and content to this Contract and subject to the then current JSSI terms and conditions. At the time of issuance of such renewal contract, the Customer must be in compliance with all terms and conditions of this Contract.

(f) JSSI/Vest Option. For purposes hereof, the terms set forth below shall be defined as follows:

(i) "Vested Funds" shall mean the aggregate amount of payments to the Trust by the Customer less the aggregate amount distributed for maintenance and repair hereunder, less the aggregate amount distributed as Management Fees (as defined in the Trust Agreement) and allocated to this Contract, less the aggregate amount of insurance costs, taxes and Trust expenses allocated to this Contract, all in accord with the Trust Agreement times the applicable percentage rate in accord with the following:

(A) 20% if the date of exercise of the JSSI/Vest Option occurs on or after the date which is 36 months after the date of this Contract and before the date which is 48 months after the date of this Contract;

(B) 40% if the date of exercise of the JSSI/Vest Option occurs on or after the date which is 48 months after the date of this Contract and before the date which is 60 months after the date of this Contract; or

(C) 70% if the date of exercise of the JSSI/Vest Option occurs on or after the date which is 60 months after the date of this Contract.

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(ii) "JSSI/Vest Option" shall mean the right of the Customer to obtain Vested Funds, if any, pursuant to the terms of this Section.

In order for the Customer to exercise the JSSI/Vest Option hereunder, each of the following terms and conditions must be true or must occur, as applicable:

(A) If the Customer is transferring the Aircraft to an Affiliate, the Customer shall deliver to JSSI a written notice of its exercise of the JSSI/Vest Option not later than thirty (30) days prior to the effectiveness of the transfer. In such event, and provided that Vested Funds have accrued and the Customer has performed all of its obligations hereunder, within sixty (60) days of JSSI's receipt of the written notice, JSSI shall remit the Vested Funds to the Customer, the balance of Customer funds shall remain in the Trust, JSSI shall calculate new applicable Pro Ratas, the vesting schedule will begin to run as of the date of the transfer of the Contract, with no funds deemed vested at that time, and the Affiliate shall assume all of the future rights and obligations of the Customer hereunder.

(B) If the Customer is selling the Aircraft to a Purchaser who desires to participate in the Program, the Customer shall deliver to JSSI a written notice of its exercise of the JSSI/Vest Option not later than ten (10) days prior to such sale. In such event, and provided that Vested Funds have accrued and the Customer has performed all of its obligations hereunder, within sixty (60) days of JSSI's receipt of the written notice, JSSI shall remit the Vested Funds to the Customer, the balance of Customer funds shall remain in the Trust, JSSI shall calculate new applicable Pro Ratas, the vesting schedule will begin to run as of the date of the transfer of the Contract, with no funds deemed vested at that time, and the Purchaser and JSSI shall enter into a new contract similar in form and content to this Contract and subject to the then current JSSI terms and conditions.

(C) If the Customer is terminating the Contract on a date which is on or after the date which is 36 months after the date of this Contract or selling the Aircraft to a Purchaser not desiring to participate in the Program, the Customer shall deliver to JSSI a written notice of its exercise of the JSSI/Vest Option not later than ten (10) days prior to such termination. In such event, and provided that Vested Funds have accrued and the Customer has performed all of its obligations hereunder, within sixty (60) days of JSSI's receipt of the written notice, JSSI shall remit the Vested Funds to the Customer, the balance of Customer funds shall remain in the Trust and JSSI shall have no further obligations hereunder.

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(D) In the event the Aircraft is damaged beyond economical repair or becomes unrecoverable because of theft and Vested Funds have accrued, within ten (10) days after such damage or theft the Customer shall provide written notice to JSSI of its intention to exercise the JSSI/Vest Option. In such event, and provided that Vested Funds have accrued and the Customer has performed all of its obligations hereunder, within sixty (60) days of JSSI's receipt of the written notice, JSSI shall remit the Vested Funds to the Customer, the balance of Customer funds shall remain in the Trust and JSSI shall have no further obligations hereunder.

VI. FEES AND OTHER CHARGES.

(a) Enrollment Fee. Upon the execution of this Contract, the Customer will pay to JSSI an Enrollment Fee as specified on the Application. No Scheduled Maintenance or Unscheduled Maintenance shall be paid for by JSSI hereunder, unless and until the Enrollment Fee has been paid by the Customer.

(b) Monthly Payment. Each month during the term of this Contract, the Customer shall make a monthly payment based upon an established Hourly Rate as set forth on the Application and the Engine Operating Time logged during the month.

Not later than ten (10) days after the end of each month, the Customer shall submit to a lockbox designated by JSSI a completed "Monthly Status/Invoice Report" form supplied by JSSI, providing accurate operational information including the Aircraft total time and cycles and Engine Operating Time and cycles for each Engine recorded during the preceding month. This report must be submitted even in the event the Aircraft is not flown during a given month. The Customer shall submit with the Monthly Status/Invoice Report a payment equal to the Engine Operating Time logged for each Engine during the preceding month, multiplied by the Hourly Rate as specified in the Application, made payable to the JSSI/VEST Trust. All amounts shall be promptly deposited into the Trust by JSSI.

If the Customer's monthly report and payment for any month are not received within thirty (30) days of the end of that month, whether required under this Contract or under any other written agreement between the Customer and JSSI, all services provided under this Contract may be discontinued and a late charge (as described in subsection (e) of this Section) may be assessed.

On July 1 of each year, JSSI shall be entitled to adjust its charges to the Customer, establishing the new Hourly Rate for the following twelve (12) month period.

(c) Engine Cycles Per Hour. The Hourly Rate is calculated assuming an average of at least one (1) Engine Cycle per hour of Engine Operation in any twelve (12) month period. In the event the actual operation exceeds one (1)

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Engine Cycle per hour of Engine Operation, averaged over a twelve (12) month period, JSSI reserves the right to increase the Hourly Rate, and such increase will be retroactive for the period during which the actual operation exceeded an average of one (1) Engine Cycle per hour.

(d) Payments in U.S. Dollars. All payments hereunder shall be made in U.S. Dollars, payable subject to JSSI's standard payment policies and procedures. Prepayment may be made without penalty and with a possible discount. In the event the Customer fails to make any three (3) payments when due hereunder, JSSI shall have the right to require the Customer to make all future payments hereunder by prepayment, automatic debit or credit card.

(e) Late Payments. In the event the Customer fails to make any payment when due hereunder or under any other written agreement between the Customer and JSSI, whether relating to payment of an invoice for the Customer's Pro Rata share of repair or maintenance or relating to payment of the monthly service charge hereunder, and such payment remains unpaid for a period of at least thirty (30) days thereafter, JSSI shall have the right to assess a late charge equal to seventy-five dollars ($75.00).

(f) Minimum Service Charge. The Customer agrees to pay a Minimum Service Charge based upon the minimum operating hours as set forth on the Application multiplied times the Hourly Rate. In the event the Customer fails to operate the Engine for the minimum operating hours during each twelve month period ending on each anniversary date of this Contract, JSSI shall invoice the Customer, and the Customer shall pay, for such deficiency.

(g) Taxes, Duties and Transportation. All freight charges, any loss or damage to Engines and/or Components incurred while in transit and Federal, State or local taxes applicable to the repair, maintenance, sale, use, delivery or transportation of the Engine(s) or Components or to the services provided hereunder, as well as all duties and import tariffs, shall be paid by the Customer. All repair logistics expenses related to on-site maintenance activities, such as mobile repair units, personnel and equipment charges and all expenses related thereto, or incident to the repair, exchange or loan of Engine(s) or Components shall be paid by the Customer. If the Customer is tax-exempt, the Customer must provide to JSSI written evidence of its tax-exempt status issued by one or more taxing authorities.

(h) Collection Expenses. If a judgment is rendered in favor of a party hereto in connection with a breach or threatened breach of this Contract by the other party, the prevailing party shall be entitled to recover its reasonable litigation expenses, including attorneys' fees.

(i) Transfer Fees. In the event of a sale of the Aircraft, as described in Section V(b), which results in the execution of a new contract with the Purchaser, a Transfer Fee shall be due and payable to JSSI as set forth in the Application.

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VII. GENERAL PROVISIONS.

(a) Entire Agreement. This Contract constitutes the entire agreement of the parties hereto concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties. No modification of this Contract shall have any force or effect unless the same is in writing and duly executed by each of the parties hereto.

(b) Notices. Any notice or other communication to be given hereunder shall be in writing and shall be deemed to have been duly given on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the person to receive such notice, (1) in person, (2) by courier service, or (3) three (3) days after deposit in the U.S. mails by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth on the Application or such other address as either party hereto shall designate to the other in conformity with the foregoing.

(c) Governing Law. This Contract shall be governed by, and construed in accord with, the laws of the State of Illinois.

(d) Waiver; Remedies. No delay on the part of any party in exercising any right shall operate as a waiver thereof, nor shall any waiver of any right operate as a waiver of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or both.

(e) Beneficiaries of Contract. The rights and obligations contained in this Contract are provided for the exclusive benefit of the parties hereto and shall not benefit, and do not benefit, any third parties.

(f) Force Majeure. Neither party shall be liable for any failure or delay in the performance or fulfillment of any of its duties or obligations hereunder, directly or indirectly resulting from any cause or circumstance beyond its control, including, but not limited to, acts of God, Federal, state or local laws, or governmental regulations, orders or restrictions, war, war-like conditions, hostilities, mobilization, blockade, embargo or other transportation delay, detention, revolution, riot, looting, strike, lockout or other labor dispute, shortage of labor, inability to secure fuel, materials or supplies of power at reasonable prices or because of shortages thereof, epidemic, fire or flood.

(g) Binding Effect; Assignment. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Contract may not be assigned by the Customer without the prior written consent of JSSI.

(h) Severability. Whenever possible, each provision of this Contract shall be interpreted in such a manner as to be valid under applicable law. However, notwithstanding anything contained in this Contract to the contrary, if any

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provision of this Contract shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Contract.

(i) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS CONTRACT OR ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED TO THE OTHER AS OF THE DATE HEREOF, PRIOR THERETO OR THEREAFTER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTY ENTERING INTO THIS CONTRACT.

(j) Forum Choice and Venue. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES THAT ANY ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS CONTRACT SHALL BE LITIGATED EXCLUSIVELY IN FEDERAL OR STATE COURTS HAVING SITUS WITHIN THE UNITED STATES OF AMERICA, STATE OF ILLINOIS, COUNTY OF COOK. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN SUCH COUNTY. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT EITHER OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST IT OR BROUGHT BY IT IN ACCORD WITH THIS SECTION. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTY ENTERING INTO THIS CONTRACT.

(k) Headings. The titles of the sections and subsections have been inserted as a matter of convenience and reference only, and shall not control or affect the meaning, interpretation or construction of this Contract.

(l) Counterparts. This Contract may be executed and delivered in any number of counterparts, each of which shall be considered an original and all of which, collectively, shall constitute a single agreement.

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IN WITNESS WHEREOF, the parties have executed this JSSI/Vest Complete Engine Maintenance Program Contract as of the date first above written.

JET SUPPORT SERVICES, INC.

By: ____________________________________ Title: ____________________________________

__________________________________________

By: ____________________________________ Title: ____________________________________

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EXHIBIT A

DEFINED TERMS

The following words and phrases when used in the Contract shall have the respective meanings set forth below and shall apply to the singular and plural forms of the defined terms:

1. ABUSE means (i) any negligent operation of an Engine by the Customer or (ii) any operation of an Engine by the Customer outside the OEM's recommended operating procedures and limits or the particular model's specifications prescribed by the OEM regarding operation, maintenance or overhaul limits, and as may be further limited by the applicable airworthiness authority. Abuse specifically includes careless handling, packaging and storage, lack of sufficient protection from the elements and operations outside the maximum ratings in the flight envelope.

2. AFFILIATE means any person or entity which controls, is controlled by or is under common control with the Customer. For the purposes hereof, "control" means not less than 50% ownership.

3. AIRCRAFT means the particular aircraft described in the Application.

4. AIRCRAFT ENGINE BAILMENT CONTRACT means the contract that sets forth the terms and conditions under which an Approved Repair Facility agrees to provide the Customer with a Rental Engine during Engine maintenance.

5. AIRWORTHINESS DIRECTIVE means a particular amendment to Federal Aviation Regulation Part 39 which sets forth essential operating limitations necessary to achieve safe operation of U.S. registered aircraft.

6. APPLICATION means Exhibit B to this Contract.

7. APPROVED REPAIR FACILITY means any maintenance facility or major service center approved by the OEM and/or the governing civil aviation authority accepted by JSSI to perform the type and level of services in accord with this Contract.

8. ASSEMBLY means an integrated group of Components, miscellaneous parts, or consumable items, which are directly or indirectly related to Engine sub-assemblies.

9. COMPONENT means a part, or a combination of parts, subassembly unit or Module of an Engine supplied by or through the OEM as referenced in the engine illustrated parts catalogue.

10. CONSUMABLE HARDWARE means a Component which is replaced irrespective of apparent condition during the course of removal, maintenance, repair service, overhaul or Inspection.

11. CUSTOMER means the party defined as such on page 1 of this Contract.

12. ENGINE(S) means the turbine powered engine(s) identified on the Application.

13. ENGINE CYCLE means any operating sequence as defined by the Aircraft/Engine manufacturer and continuously applied.

14. ENGINE OPERATING TIME means the time interval between take-off and landing as recorded in the Engine logbook.

15. ENGINE OPERATION (HOURS OF) means the cumulative number of hours in operation of each Engine computed in accord with industry standards.

16. ENROLLMENT FEE means the fee identified as such on the Application.

17. EROSION or CORROSION means the carrying away of material by the flow of grit, chemicals or hot gases.

18. EXCLUDED EVENTS means the events defined in Section III(i) of this Contract.

19. FAA means the Federal Aviation Administration or its foreign counterparts.

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20. FOREIGN OBJECT DAMAGE ("FOD") means damage to an Engine caused by foreign matter being drawn into the Engine inlet and includes damage caused by objects dropped into the Engine or internal parts during maintenance.

21. HOT GAS EROSION means the gradual wearing away of materials or protective coatings on the Components of Engines. Abnormal Hot Gas Erosion is a more rapid wearing away of the material or protective coatings which leads to an erosive attack on the parent material.

22. HOURLY RATE means the rate identified as such in the Application.

23. INSPECTION means the observation of an Engine, Module or Component or parts thereof, through disassembly, boroscope or other means approved by the FAA/OEM for the purpose of determining serviceability.

24. JSSI means JET SUPPORT SERVICES, INC., a Delaware corporation.

25. JSSI/VEST OPTION means the option to obtain Vested Funds as defined in Article V hereof.

26. LIFE LIMITED COMPONENT means a Component having a specific useful life.

27. LIGHTNING STRIKE means an occurrence in which lightning has contacted the Aircraft or caused some outside electrical charge to be introduced into the Engine(s).

28. LINE REPLACEMENT UNIT ("LRU") means a Component supplied by or through the OEM, as referenced in the engine illustrated parts catalog, which may normally be removed and replaced without the disassembly of any of the primary rotating Components of the Engine(s).

29. MINIMUM SERVICE CHARGE means the charge identified as such in Section VI (f) hereof.

30. MODULE means a major serialized portion of an Engine.

31. NONCONSUMABLE HARDWARE means any hardware that is not Consumable Hardware.

32. ON-CONDITION means primary maintenance process having repetitive inspections, tests and/or checks to determine the condition of units, systems, components or portions of a structure with regard to continued serviceability. Corrective action is taken when required by item’s condition. This is considered Scheduled Maintenance.

33. ORIGINAL EQUIPMENT MANUFACTURER ("OEM") means the original manufacturer of an Engine and/or Aircraft and is generally used to refer to the Original Equipment Manufacturer's specified parts, practices or procedures.

34. OVERTEMPING means any operation of the Engine(s) outside the OEM's recommended operating limits for temperature.

35. PRE-INDUCTION DIAGNOSTIC SURVEY ("PIDS") means a series of tests designed to detect any operational difficulties in Engine(s). These tests are performed prior to the acceptance of any Engine into the Program. Each series of tests is Engine specific.

36. PROGRAM means the engine maintenance program provided pursuant to the terms and conditions of this Contract.

37. PRO RATA means the sharing of cost allocations between the Customer and JSSI, and, if applicable, such costs are set forth on Exhibit C, attached to the Contract.

38. PRO RATA ELIMINATION PAYMENT means a payment for usage of the Engine(s) prior to enrollment in the Program, which eliminates the need for any further Pro Rata payments by the Customer and is set forth, if applicable, on the Application.

39. PURCHASER means an individual or entity to whom or to which ownership of the Aircraft is transferred during the term of this Contract.

40. RENTAL ENGINE means an Engine provided to the Customer by an Approved Repair Facility under the terms of this Contract.

41. ROUTINE INSPECTION means Inspection and serviceability checks as defined in the OEM's Engine maintenance manuals.

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42. SCHEDULED EVENT means any maintenance event which is described and scheduled by the OEM in the applicable operator's manual.

43. SCHEDULED MAINTENANCE means the disassembly, inspection, repair, reassembly and the functional test of an Engine Component in accord with the requirements of the applicable maintenance, repair and overhaul manuals. Scheduled Maintenance does not include Routine Inspections and maintenance.

44. SERVICE BULLETIN is a document issued by the OEM, which specifies an optional, recommended or mandatory compliance procedure related to improving performance, maintainability and reliability, and in some cases, may be issued to correct an airworthiness deficiency.

45. SERVICEABLE UNIT means an Engine or Component which is in a certifiable airworthy operating condition per the OEM's Engine maintenance manuals and the requirements of applicable airworthiness authorities.

46. SHOP ENTRY means putting an Engine into an -Approved Repair Facility for service.

47. TIME BETWEEN OVERHAUL ("TBO") means the number of hours and/or cycles and/or calendar time for which an Engine or a Component may continue in service without being overhauled as prescribed by the OEM or applicable airworthiness authority.

48. TRANSFER FEE means the fee identified as such on the Application.

49. TROUBLESHOOTING means an investigative maintenance action which may result in the identification of a malfunctioning or failed Engine or Component.

50. TRUST means the JSSI/Vest Jet Engine Maintenance Trust Agreement entered into between JSSI, as Settlor, and Wells Fargo Bank N.A., as Trustee, dated as of April 10, 2001, as amended from time to time.

51. UNSCHEDULED EVENT means any maintenance event that is not described and scheduled by the OEM in the applicable operator's manual.

52. UNSCHEDULED MAINTENANCE means unexpected repairs necessitated by malfunctions of an Engine or Component or part thereof.

53. UNSERVICEABLE UNIT means an Engine that is not in operating condition within the limits specified in the OEM's Engine maintenance manuals, specifications and/or publications.

54. UNUSUAL PURPOSES means agricultural crop dusting, exclusive aircrew training or hostile military operations, or any use of the Aircraft in such geographical or climatic environments as to expose the Engine(s) to the damaging effects of low or high grade sulfadation resulting in Abnormal Hot Gas Erosion or Corrosion.

55. VESTED FUNDS shall have the meaning ascribed to it in Article V hereof.

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EXHIBIT B

APPLICATION

CONTRACT NO.: _______________

AIRCRAFT/ENGINE INFORMATION

Aircraft Make: _______________________ Aircraft Serial No. ___________________ Aircraft Manufacture Date: _______________ Registration No. ______________ Current Aircraft Hours: _______________ Current Aircraft Landings: ________ Engine Make: ___________________________ Engine Model: _________________ ENGINE No. 1 Serial No.: ______________ Hours: ________ Cycles: _____ ENGINE No. 2 Serial No.: ______________ Hours: ________ Cycles: _____ ENGINE No. 3 Serial No.: ______________ Hours: ________ Cycles: _____ ENGINE No. 4 Serial No.: ______________ Hours: ________ Cycles: _____ Manufacturer's Engine Warranty Expiration: _________________ Hours: ______________ Calendar: ______________ PIDS Completion Date: _______________ This Aircraft Operated Under _______________ Is the Customer tax-exempt? _____ Yes _____ No (If yes, please attach written evidence of tax-exempt status.)

FEE SCHEDULE

All fees in US Dollars

Hourly Rate Per Engine: ___________________________________________________

Transfer Fee: $2,500 Enrollment Fee: _________________________________

Pro Rata Elimination Payment:_______________________________________________

MINIMUM OPERATING HOURS

Minimum Operating Hours Per Engine Per Contract Year: ________________________

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CONTACTS

JSSI CONTRACT NO.: ________

CUSTOMER Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: _____________ Ext.: _______ E-mail address: ________________________ Fax: __________________

OPERATOR

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: ___________________________ Fax: __________________ MAINTENANCE CONTACT

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: ___________________________ Fax: __________________ ACCOUNTS PAYABLE CONTACT

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code :______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: ___________________________ Fax: __________________ REGISTERED OWNER

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: ____________________________ Fax: __________________

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LESSOR OF AIRCRAFT/FINANCE COMPANY/SECURED PARTY

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: ___________________________ Fax_____________________ AIRCRAFT INSURANCE COMPANY

Name: ______________________________________________________ Address: ______________________________________________________

______________________________________________________ City, State, Zip Code: ______________________________________________________ Country: ____________ Telephone: ___________ Ext.: ______ E-mail address: __________________________ Fax: ___________________

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EXHIBIT C

ENGINE PRO RATAS

Contract No.___________ Engine Model___________ Serial No.______________

PART

CATEGORY

PART NAME

PART

No.

SERIAL

No.

LIMIT TYPE

MFG

LIMIT

CSN/TSN

CLIENT PRO

RATA

C:\#511899 Susan Marr\- WORD--JSSI Vest Complete Engine Maintenance Program Contract May 19 2003 v5