AIRCRAFT AND ENGINE USE AGREEMENT



This AIRCRAFT AND ENGINE USE AGREEMENT (hereafter the "Agreement") dated as of

September 30, 2002, is made by and between Kitty Hawk Aircargo, Inc.

("Aircargo") and the Kitty Hawk Collateral Liquidating Trust (the "Trust") by

Langdon Asset Management, Inc., its manager (the "Trust Manager"). Aircargo and

the Trust agree that Aircargo shall have the right and obligation to use certain

aircraft and engines owned by the Trust on the terms set forth herein.



     1. Minimum Utilization. For a term commencing on September 30, 2002, which

is the Effective Date (as defined therein) of the Debtors' Joint Plan of

Reorganization dated May 22, 2002 (the "Plan"), and ending on September 30, 2004

(or, for any airframe, such earlier date on which the airframe has been removed

pursuant to this Agreement from Schedule A), Aircargo will use the Airframes

identified on Schedule A (along with all records, logs, manuals and documents or

other materials of any kind relating to the condition, use, location,

maintenance or of repairs or overhauls to any part of the Airframes identified

on Schedule A, collectively referred to as the "Airframes") collectively, in

total, a minimum of 450 block hours per month (the "Minimum Airframe Usage");

provided however, that if, for any reason whatsoever, fewer than four (4) heavy

weight Airframes (the four current heavy weight Airframes being N278US, N279US,

N281KH and N284KH) are available for Aircargo's use, the Minimum Airframe Usage

for the month will be reduced by 100 hours for each of the four (4) heavy weight

Airframes not available for Aircargo's use. In the event that an Airframe is not

available for use for any reason whatsoever for only part of a month, the

reduction in the Minimum Airframe Usage for the month shall be prorated for such

part based on a thirty-day month.



     If Aircargo for any month fails to achieve the Minimum Airframe Usage

(subject to the reduction provisions set forth in the immediately preceding

paragraph), then on the date that payment for actual usage for the month is

required under Paragraph 4 of this Agreement, Aircargo shall pay to the Trust an

amount equal to the Minimum Airframe Usage block hour shortfall for the month

multiplied by $375. The Minimum Airframe Usage for the time between the

effective date of this Agreement and the last day of the month of such effective

date shall be prorated based on a 30-day month.



     2. Rates for Airframes. The block hour rate for utilization of each of the

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