EMB-145



                      PURCHASE AGREEMENT NUMBER GCT-025/98



                          EMBRAER - EMPRESA BRASILEIRA



                               DE AERONAUTICA S.A.



                                       AND



                                 SOLITAIR CORP.



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                                      INDEX



   ARTICLE



01    -  DEFINITIONS

02    -  SUBJECT

03    -  PRICE

04    -  PAYMENT

05    -  DELIVERY

06    -  CERTIFICATION

07    -  ACCEPTANCE AND TRANSFER OF OWNERSHIP

08    -  STORAGE CHARGE

09    -  DELAYS IN DELIVERY

10    -  INSPECTION AND QUALITY CONTROL

11    -  CHANGES

12    -  WARRANTY

13    -  TECHNICAL ASSISTANCE SERVICES

14    -  SPARE PARTS POLICY

15    -  PUBLICATIONS

16    -  ASSIGNMENT

17    -  RESTRICTIONS AND PATENT INDEMNITY

18    -  MARKETING AND PROMOTIONAL RIGHTS

19    -  TAXES

20    -  APPLICABLE LAW

21    -  ARBITRATION

22    -  JURISDICTION

23    -  TERMINATION

24    -  OPTION FOR THE PURCHASE OF ADDITIONAL EMB-145 AIRCRAFT

25    -  INDEMNITY

26    -  NOTICES

27    -  CONFIDENTIALITY

28    -  INTEGRATED AGREEMENT

29    -  NEGOTIATED AGREEMENT

30    -  COUNTERPARTS

31    -  ENTIRE AGREEMENT

32    -  NO WAIVER

33    -  REPRESENTATIONS AND WARRANTIES





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                                   ATTACHMENTS



"A" - AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS -

      "APPENDIX 1" - TECHNICAL DESCRIPTION



"B" - FERRY EQUIPMENT, SPARE PARTS POLICY AND LIST OF PUBLICATIONS



"C" - WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP



"D" - EMB-145 PRICE ESCALATION FORMULA



"E" - DISPATCH RELIABILITY GUARANTEE



"F" - FORM OF AUTHORIZED REPRESENTATIVE APPOINTMENT



"G" - FORM OF WARRANTY BILL OF SALE



"H" - FORM OF GUARANTEE





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                       PURCHASE AGREEMENT N(0) GCT-025/98



THIS AGREEMENT IS ENTERED INTO AS OF THIS ____ DAY OF JUNE, 1998 BY AND BETWEEN

EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. AND SOLITAIR CORP., FOR THE

PURCHASE AND SALE OF EMBRAER AIRCRAFT, SERVICES AND RELATED SPARE PARTS.



THIS AGREEMENT SUPERCEDES AND REPLACES (A) PURCHASE AGREEMENT GCT-020/98 DATED

MAY 15, 1998, AND (B) LETTER AGREEMENT GCT-021/98, DATED MAY 15, 1998, AS

AMENDED BY AMENDMENT NUMBER ONE TO LETTER AGREEMENT, DATED MAY 22, 1998, BOTH OF

WHICH HAVE TERMINATED IN ACCORDANCE WITH THE TERMS OF LETTER AGREEMENT

GCT-021/98 WITHOUT LIABILITY TO EITHER PARTY. THE SALE COVERED BY THIS AGREEMENT

SHALL BE GOVERNED SOLELY BY THE TERMS AND CONDITIONS HEREIN SET FORTH, AS WELL

AS BY THE PROVISIONS SET FORTH IN THE ATTACHMENTS HERETO.



THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN

AUTHORIZED OFFICER OF SOLITAIR CORP. AND EXECUTED BY TWO AUTHORIZED OFFICERS OF

EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.



1.    DEFINITIONS



      For the purpose of this Agreement, the following definitions are hereby

      adopted:



      a.    Actual Delivery Date - shall mean, with respect to each Aircraft,

            the date on which Buyer obtains title to that Aircraft in accordance

            with Article 7(c).



      b.    Aircraft - shall mean the EMB-145 LR aircraft or, where there is

            more than one of such Aircraft, each of the EMB-145 LR aircraft,

            manufactured by Embraer, for sale to Buyer pursuant to this

            Agreement (for the avoidance of doubt shall include Firm Aircraft

            and Option Aircraft), according to the Technical Description number

            TD-145 /010, dated January 1998 (Appendix I) and the Aircraft

            Specific Configuration, Finishing and Registration Marks described

            in the Attachment "A" to this Agreement as may be amended from time

            to time by Buyer at its expense as specified in Article 11. The

            Preliminary Technical Description and Aircraft Specific

            Configuration which are contained in Attachment "A" hereto, shall be

            substituted by Buyer's Aircraft Technical Specification no later

            than three (3) months prior to the first Aircraft Contractual

            Delivery Date. The Aircraft is composed entirely of vendor parts and

            parts manufactured by Embraer and Embraer subcontractors,





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            and the parts manufactured by Embraer and Embraer subcontractors

            shall have Embraer part numbers.



      c.    Agreement - shall mean this Purchase Agreement No. GCT-025/98, its

            Attachments, and any Letter Agreement between the Parties executed

            on the date hereof.



      d.    Business Day - shall mean days on which the banks in each of New

            York, New York, United States and Sao Paulo, and Sao Jose dos

            Campos, S.P. Brazil are open for the normal transaction of business.

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