EXHIBIT 3.3

                                    CHARTER
                                       OF
                           AIR CHARTER SERVICES, INC.

         The undersigned, acting as the incorporator of a corporation under the
Tennessee Business Corporation Act, adopts the following charter for such
corporation:

         1.       The name of the corporation is Air Charter Services, Inc.

         2.       The corporation is for profit.

         3.       The street address of the corporation's principal office is:

                           25 Century Blvd., Suite 102
                           Nashville, TN 37214
                           County of Davidson

         4.       (a)      The name of the corporation's initial registered
agent is Gregory L. Burns.

                  (b)      The street address of the corporation's initial
registered office in Tennessee is:

                           25 Century Blvd., Suite 102
                           Nashville, TN 37214
                           County of Davidson

         5.       The name and address of the incorporator is:

                           J. Page Davidson
                           2700 First American Center
                           Nashville, TN 37238

         6.       The number of shares of stock the corporation is authorized to
                  issue is ten thousand (10,000) shares of common stock, no par
                  value.

         7.       The shareholders of the corporation shall not have preemptive
                  rights.

         8.       To the fullest extent permitted by the Tennessee Business
                  Corporation Act as in effect on the date hereof and as
                  hereafter amended from time to time, a director of the
                  corporation shall not be liable to the corporation or its
                  shareholders for monetary damages for breach of fiduciary duty
                  as a director. If The Tennessee Business Corporation Act or
                  any successor statute is amended after adoption of this
                  provision to authorize corporation action further eliminating
                  or limiting the personal liability of directors, then the
                  liability of a director of the corporation shall be eliminated
                  or limited to the fullest extent permitted by the Tennessee



                  Business Corporation Act, as so amended from time to time. Any
                  repeal or modification of this Paragraph 8 by the shareholders
                  of the corporation shall not adversely affect any right or
                  protection of a director of the corporation existing at the
                  time of such repeal or modification or with respect to events
                  occurring prior to such time.

Dated:  September 17, 1991

                                             /s/ J. Page Davidson
                                             -----------------------------------
                                             J. Page Davidson, Incorporator