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                                                                 EXHIBIT 10.10

                          ALLISON ENGINE COMPANY, INC.
                    AUTHORIZED MAINTENANCE CENTER AGREEMENT

AGREEMENT, effective the            day of                      by and between
Allison Engine Company (herein called "Allison") having its principal place of
business at Indianapolis, Indiana and National Airmotive Corporation located at
Oakland, California (herein called "Authorized Maintenance Center").

                          GENERAL PURPOSE OF AGREEMENT

Allison is in the business of manufacturing and marketing Allison gas turbine
Engines, Modules and Parts.

Allison desires to establish a worldwide network of independently owned and
operated Authorized Maintenance Center(s) operating under agreement(s) with
Allison to support the operation, maintenance and safety of the Products,
Modules and/or Parts.

Authorized Maintenance Center has been selected by Allison among other reasons
on the basis of its (a) business plans for Products, (b) its organizational and
financial structure, (c) its qualifications and willingness to provide Product
support and Maintenance Services, (d) willingness to perform Component Repair,
(e) the qualifications and business abilities of its principal management and
principal owners, and (f) its commitment to use its best efforts to promote the
sale of Modules and Parts through Embodiment.  Allison relies upon Authorized
Maintenance Center to provide the required capital, equipment, facilities,
management, and human resources to effectively provide support for Products
through the supply of Maintenance Services.

Authorized Maintenance Center acknowledges that as an independently owned and
operated business, its success and enjoyment of profitable operations will be
determined substantially by how effectively its Business Operations are
conducted and managed in conjunction with development of the overall market for
Products and worldwide economic conditions.  Authorized Maintenance Center
acknowledges that its association with Allison and the use of Allison Marks is
beneficial to its current Business Operations.



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The purpose of this Agreement is to appoint an Allison Authorized Maintenance
Center subject to the terms and conditions hereof.

This Agreement sets forth the rights and responsibilities of both Allison and
Authorized Maintenance Center with regard to maintenance and support of
Products, the sale of Products, Modules and Parts, and the circumstances in
which the Agreement will be continued or terminated.

Accordingly, Allison and Authorized Maintenance Center hereby agree as follows:

FIRST: RIGHTS GRANTED BY ALLISON

In reliance upon Authorized Maintenance Center satisfactorily performing the
responsibilities it assumes hereunder, Allison grants Authorized Maintenance
Center:

(1)    a non-exclusive right to identify itself as an Authorized Maintenance
       Center and to conduct Business Operations (as hereinafter defined) at a
       Primary Premise, Branch Location(s) and Marketing Office(s) identified
       in the Primary Premise, Branch Location(s) and Marketing Office(s)
       Statement;

(2)    a non-exclusive right to acquire from Allison, or its designated sources,
       the Items identified in the Products Statement and/or the Modules and
       Parts Statement or any other material as detailed in this Agreement for
       use through Embodiment in a Maintenance Service/Component Repair or for
       resale in an Over-the-Counter function.

Allison expressly reserves the right to contract with third parties for the
sale or resale of any material identified in the Modules and Parts Statement
and Products Statement or any other material.  Allison also expressly reserves
the right to appoint other Authorized Maintenance Centers as necessary.

SECOND: RESPONSIBILITIES ASSUMED BY AUTHORIZED MAINTENANCE CENTER

Authorized Maintenance Center accepts and assumes the responsibilities
identified by this Agreement, including responsibility to:


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(1)    establish and maintain satisfactory Maintenance Services capabilities at
       the locations identified in the Authorized Maintenance Center Primary
       Premise, Branch Location(s) and Marketing Office(s) Statement;

(2)    provide complete Maintenance Services, certain Field Services and Book
       Repairs on Items directly for Customers operating in the Region of
       Responsibility and Original Equipment Manufacturers located in the
       Region of Responsibility, regardless of where the Items were purchased;

(3)    actively and effectively market and promote the purchase and encourage
       proper use (consistent with Allison Manuals) of Items by Customers in
       the Region of Responsibility, consistent with the Products Statement,
       the Modules and Parts Statement and this Agreement;

(4)    properly perform all obligations of Authorized Maintenance Center under
       this Agreement; and

(5)    procure, utilize and promote only Allison Authorized Items and Component
       Repairs in fulfilling Maintenance Service obligations as contemplated
       under this Agreement.

THIRD: ORGANIZATION

Allison, by entering into this Agreement, has acted in substantial reliance
upon:

(1)    Authorized Maintenance Center's representations to Allison in respect of
       its business plan(s) as outlined in their proposals as submitted to
       Allison for the Allison Products, Modules & Parts, its organization and
       financial structure, and its qualifications and willingness to fulfill
       the responsibilities assumed by Authorized Maintenance Center under
       Paragraph SECOND above; and


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(2)    the personal qualifications and business abilities of Authorized
       Maintenance Center's principal management (officers, directors, senior
       managers and Allison Product program managers) who are responsible for
       determining and implementing Authorized Maintenance Center's business
       plan(s) and principal owners who are designated by Authorized
       Maintenance Center in the Authorized Maintenance Center Statement of
       Management and Ownership furnished by Authorized Maintenance Center to
       Allison and accepted by Allison by its endorsement thereon.

FOURTH:  CHANGES IN MANAGEMENT AND OWNERSHIP

(1)    Any ownership change which alters the controlling interest of the
       Authorized Maintenance Center as set forth in the Authorized Maintenance
       Center Statement of Management and Ownership (or its accepted revision),
       or any sale, in whole or in part, of Authorized Maintenance Center's
       Primary Premise or Branch Location(s) and/or Product related assets to a
       party that wishes to become an Authorized Maintenance Center requires
       the prior written approval and acceptance of Allison.  If any such
       ownership change or sale is contemplated, Authorized Maintenance Center
       will provide Allison prior written notice subject to applicable laws in
       the form requested and in a timely manner, together with all applicable
       information requested by Allison to evaluate the proposed ownership
       change or sale.

(2)    Allison agrees to review factors requested by Authorized Maintenance
       Center to be considered and to base its analysis and final decision(s)
       on whether the proposed change(s) is likely to result in successful
       Business Operation(s) meeting or exceeding the responsibilities outlined
       in this Agreement, including but not limited to, satisfactory facilities
       and equipment at the approved Primary Premise and Branch Location(s) and
       whether controlling ownership is acceptable to Allison as an
       organization which will effectively fulfill the responsibilities assumed
       by Authorized Maintenance Center under paragraph SECOND.


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(3)    Upon written acceptance by Allison of a proposed ownership change, a new
       Authorized Maintenance Center Statement of Management and Ownership
       reflecting all changes will replace the original statement in its
       entirety and will become an attachment to this Agreement, or, at
       Allison's option, a new agreement may be executed.  Any ownership change
       made without the prior acknowledgment and written approval and
       acceptance by Allison that is substantially determined to be
       unacceptable by Allison may be cause for termination of this Agreement
       by Allison per the terms and conditions of this Agreement.

(4)    Authorized Maintenance Center will notify Allison of any executive
       management change relative to any officer, director, senior manager or
       Product program manager(s) directly relating to the Business Operations,
       the Primary Premise or Branch Location(s).

(5)    Any change in ownership or principal management relied upon by Allison,
       under paragraph THIRD, in entering into this Agreement will constitute
       sufficient basis for disapproving such change.

FIFTH: TECHNICAL FEE

Authorized Maintenance Center agrees to pay to Allison at such time this
Agreement becomes effective, a technical fee in accordance with the payment
term and schedule referenced in the application For Appointment Statement for
each applicable Product.

SIXTH:  AGREEMENT TRANSFER, ASSIGNMENT, DELEGATION OR SALE

(1)    Neither this Agreement, nor any right or responsibility under this
       Agreement may be transferred, assigned, delegated or sold (as detailed
       in FOURTH above) by Authorized Maintenance Center without the prior
       written approval of Allison.  Such approval shall not be unreasonably
       withheld provided the entire Agreement and its provisions are assumed
       and accepted in writing by the transferee, assignee, delegate or
       purchaser and provided that such change in the sole judgment of Allison
       is likely to result in successful Business Operations.  Such transfer,
       assignment, delegation or sale will result in this Agreement being
       modified or replaced by another agreement between Allison and the
       specific party.

(2)    Authorized Maintenance Center may not appoint any Second Level Entity or
       any Entity as an Authorized source of Maintenance Services or
       Over-the-Counter sales of Allison Items on behalf of Allison or the
       Authorized Maintenance Center.

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(3)      Allison may assign this Agreement to a parent company, subsidiary,
         affiliate, or successor in interest which undertakes the manufacture
         and/or sale of Items and/or the performance of this Agreement with
         respect to the Items.

SEVENTH: ADDITIONAL PROVISIONS

The provisions set forth in the following "Additional Provisions Applicable to
Authorized Maintenance Center Agreement" are hereby incorporated as a part of
this Agreement.

EIGHTH: TERM

Unless sooner terminated pursuant to a provision(s) of this Agreement, this
Agreement will automatically terminate without notice or action by either party
on 31 December 1997.  Opportunity for renewal is strictly contingent upon the
Authorized Maintenance Center's adherence to the terms and conditions of this
Agreement and Authorized Maintenance Center's ability and desire to continue
through a renewal period.  To qualifying Authorized Maintenance Centers, three
(3) year renewal periods of an agreement substantially like the Agreement will
be available at a renewal fee of only one (1) U.S. dollar at the time of
renewal.  At the time of renewal, Authorized Maintenance Center and Allison
both agree to execute a mutual general release of any and all claims against
each other and their respective affiliates existent, anticipated or planned for
as a result of performances under the Agreement subject to renewal.

NINTH: WAIVER

The failure of Allison to enforce any provision of this Agreement, or to
exercise any option which may be provided, or to require or fail to require at
any time strict performance by the Authorized Maintenance Center of any
provision of this Agreement, shall in no way affect the validity or act as a
waiver of this Agreement, or any part, or the right of Allison thereafter to
enforce any agreement provision allowable retroactively.

TENTH: LIMITATION OF DAMAGES

The Parties agree that the maximum damages available to the Authorized
Maintenance Center in connection with any claim, controversy or breach related
to, or arising out of, this Agreement shall be limited as follows:




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          Authorized Maintenance Center shall be limited to an award of economic
          damages not to exceed the Technical Fee paid by the Authorized
          Maintenance Center.  In the event damages are associated with only one
          Product application (aircraft or industrial), then an award of
          economic damages shall be limited to Authorized Maintenance Center's
          proportion of revenues, expressed as a percent, for the past two (2)
          years, or the aggregate year(s) to date if less than two (2) years,
          multiplied by the Technical Fee paid by the Authorized Maintenance
          Center for the respective product.  This clause is not applicable to
          the Allison 250 Engine series.

Authorized Maintenance Center and Allison irrevocably waive trial by jury in
any action, proceeding, or counterclaim, whether at law or in equity, brought
by either of them against the other, whether or not there are other parties in
such action or proceeding under this Agreement.  If either party fails to
notify the other in writing within one (1) year from the occurrence of any
default or circumstance giving rise to any claim relating to this Agreement,
the relationship of the Authorized Maintenance Center and Allison, Authorized
Maintenance Center's Business Operations, or any Product, Module and/or Part
and any and all claims related to such default or circumstance shall be barred.

Allison and the Authorized Maintenance Center hereby waive to the fullest
extent permitted by law any right to or claim of any punitive or exemplary
damages against the other and agree that in the event of a dispute between
them, each shall be limited to the recovery of any actual damages sustained by
such party, subject to the limitations outlined in the Agreement.

Nothing herein shall bar Allison's right to obtain injunctive relief against
threatened conduct that will cause Allison loss or damage under this Agreement.
Such relief includes all rights under the usual equity rules, including the
applicable rules for obtaining specific performance, restraining orders, and
preliminary injunctions.

Each party shall pay its own costs and expenses, including all court costs and
attorney's fees, incurred by it with respect to enforcing or defending against
any claim or default or the enforcement of any provision of this Agreement,
including but not limited to, the obtaining of injunctive or other equitable
relief.




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Authorized Maintenance Center hereby submits to the jurisdiction of any state
or federal court within the state of Indiana and waives any jurisdiction over
its person.  Authorized Maintenance Center waives any objection to such courts
based on forum non conveniens (which generally permits a court to decline
jurisdiction if it appears that an action may be handled more expeditiously
and/or with greater convenience to the parties in another jurisdiction) or
Section 1404(a) of Title 28 United States Code and any objection to venue of
any action instituted in connection with this Agreement.

ELEVENTH:  EXECUTION ON BEHALF OF ALLISON AND AUTHORIZED MAINTENANCE CENTER

Neither this Agreement, the Additional Provisions, the Statements or any
related agreement or addendum will be valid unless:

(1)      It is signed on behalf of Authorized Maintenance Center by its duly
         authorized representative(s).

(2)      It is signed on behalf of Allison by its duly Authorized
         representative(s).

The parties hereto have executed this Agreement in duplicate to be effective as
of the day and year first above written.





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ALLISON ENGINE COMPANY, INC.               NATIONAL AIRMOTIVE CORPORATION

                                           AUTHORIZED MAINTENANCE CENTER

BY       JAMES F. LEACH                    BY      Gerry Roberts
  --------------------------------           -------------------------------
         (Signature)                               (Signature)
         James F. Leach                            Gerry Roberts
         Vice President, Customer Support          President
         --------------------------------          -------------------------
         (Typed Name and Title)                    (Typed Name and Title)


Date     30 September 1994                 Date    14 November 1994

                               Witnesses

By        NORMAN D. BRITTON                By      RON GARTENSCHLAEGER
  --------------------------------           -------------------------------
          (Signature)                              (Signature)
Norman D. Britton, Manager                         Ron Gartenschlaeger
T56/501 Authorized Maintenance                     Director Lg.  Engine Sales &
Center Administration                              Business Development
- ----------------------------------                 --------------------------
(Typed Name and Title)                             (Typed Name and Title)


Date   30 September 1994                           Date 14 November 1994
       -----------------                           ---------------------










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                          ALLISON ENGINE COMPANY, INC.
                      ADDITIONAL PROVISIONS APPLICABLE TO
                    AUTHORIZED MAINTENANCE CENTER AGREEMENT
                               TABLE OF CONTENTS

Article 1. Definitions

Article 2. Region of Responsibility

        2.1  Authorized Maintenance Center Primary Premise, Branch
             Location(s) and Marketing Office(s) Overview
        2.2  Authorized Maintenance Center's Responsibilities
        2.3  Changes in Authorized Maintenance Center Primary Premise,
             Branch Location(s), Marketing Office(s) or Business 
             Operation(s)
        2.4  Field Service Outside Region of Responsibility

Article 3. Facilities, Equipment and Capital Requirements

        3.1  Overview
        3.2  Facility Requirements
             3.2.1  Primary Premise
             3.2.2  Branch Location(s)
             3.2.3  Marketing Office(s)

        3.3  Capital Requirements
        3.4  Equipment and Capabilities
        3.5  Ground Support Equipment (GSE)
        3.6  Test Equipment Stands and Adapters
        3.7  Multi-Engine Facilities
        3.8  Lease and Rental Assets
        3.9  Remanufactured Engines/Modules
        3.10 Right to Purchase Displaced Products

Article 4. Allison Responsibilities

        4.1  Overview
        4.2  Products, Modules and Parts Available to Authorized
             Maintenance Center
             4.2.1  Authorized Maintenance Center's Orders for Products,
                    Modules and Parts





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                4.2.2  Excusable Delay or Failure to Fill Orders or Accept
                       Shipment
                4.2.3  Changes in or Discontinuance of Products, Modules
                       and Parts
        4.3  Component Repair
        4.4  Technical and Engineering Assistance
        4.5  Advertising Programs and Marketing/Promotion Materials
        4.6  Evaluation of Authorized Maintenance Center Business
             Operation(s)

Article 5. Authorized Maintenance Center Responsibilities

        5.1  Overview
        5.2  Maintenance Philosophy
        5.3  Service of Products, Modules and Parts
        5.4  Repair of Products and Modules
        5.5  Overhaul of Products and Modules
        5.6  Authorized Maintenance Center Locations
        5.7  Customer Support Responsibility
        5.8  Customer Support Standards
        5.9  Modules and Parts
        5.10 Component Repair
        5.11 Administration
                5.11.1  Sales Promotion Standards
                5.11.2  Charges for Rework
                5.11.3  Marketing and Sales Organizations
                5.11.4  Maintenance Services Organization
                5.11.5  Invoicing
                5.11.6  Customer Support Performance Requirements
                        5.11.6.1  Adjustments-Warranty, Policy,
                                  Campaign and Special Programs
                        5.11.6.2  Maintenance Service
                        5.11.6.3  Overhaul Service
                        5.11.6.4  Rework of Parts
                        5.11.6.5  Unit Exchange Program
                        5.11.6.6  Field Service
                5.11.7  Customer Technical Assistance
                5.11.8  Customer Complaints
                5.11.9  Records
                        5.11.9.1  Customer Records





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                          5.11.9.2   Quarterly Summary Reports
                          5.11.9.3   Warranty(ies) Records
                          5.11.9.4   Training
                          5.11.9.5   Examination of Accounts and Records
                          5.11.9.6   Confidentiality of Authorized
                                     Maintenance Center's Accounts, 
                                     Records or Data
                          5.11.9.7   Record Copies
         5.12    Warranty(ies), Policy, Campaigns, Special Programs and OCP/SPP
         5.13    Market and Sales Forecast/Usage
         5.14    Relationships with Original Equipment Manufacturers
         5.15    Disposition of Products, Modules and Parts Cores
         5.16    Training
         5.17    Financial Information
         5.18    Traceability
                 5.18.1   Overview
                 5.18.2   Information to be Traced
                 5.18.3   Reporting
                 5.18.4   Information Timing
                 5.18.5   New Modules and Parts
         5.19    Marketing and Sales
         5.20    Establishment of Additional Authorized Maintenance Center
                 Branch Location(s) as Directed by Allison
         5.21    Business Operations Hours of Availability
         5.22    Identification of Authorized Maintenance Center
         5.23    Modules and Parts Use and Representation
         5.24    Lease and/or Rental Assets

Article 6. General Provisions
         6.1     Responsibility for Authorized Maintenance Center's Commitments
         6.2     Manuals, Bulletins and Technical Data
         6.3     Engineering and Ground Support Equipment Drawings
         6.4     Applicable Law, Jurisdiction and Construction
         6.5     Authorized Maintenance Center is Not Agent or Legal
                 Representative
         6.6     Compliance with Government Regulations
         6.7     Notices



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         6.8     No Implied Waivers
         6.9     Confidentiality of Agreement
         6.10    Indemnity and Insurance
                 6.10.1   Indemnification by Allison
                 6.10.2   Indemnification by Authorized Maintenance Center
                 6.10.3   Product Liability
                 6.10.4   Insurance Coverage

Article 7. Warranty(ies) on Products, Modules and Parts
         7.1     Overview
         7.2     OCP/SPP Description
         7.2     OCP/SPP Coverage Summary

Article 8. Inventory of Products, Modules and Parts
         8.1     Inventory Levels
         8.2     Inventory Planning and Provisioning
         8.3     Inventory Scheduling
         8.4     Buffer and Safety Stock
         8.5     Lead Times
         8.6     Consumption Usage Data
         8.7     Additional Information

Article 9. Component Repair
         9.1     Overview
                 9.1.1    Approach
                 9.1.2    General Issues
         9.2     Grandfather Component Repairs
         9.3     Technical Coordination and Support
                 9.3.1    Candidate Part Selection
                 9.3.2    Classification and Prioritization
                 9.3.3    Repair Concept Approval
                 9.3.4    Proprietary Data
         9.4     Administrative Coordination and Support
                 9.4.1    Repair Program Coordination



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                 9.4.2    Program Funding Allocation
                 9.4.3    Publication of Processes
         9.5     Development and Qualification
                 9.5.1    Book Repairs
                 9.5.2    Request for Qualification
                 9.5.3    Development Plan
                 9.5.4    Qualification Requirements
                 9.5.5    Resource Obligations
         9.6     Repair Source Administration
                 9.6.1    Repair Source Selection
                 9.6.2    Repair Source Control
                 9.6.3    Multiple Repair Sources
                 9.6.4    Third Party Sources
                 9.6.5    Source Inspection of Repairs
                 9.6.6    Tooling and Equipment
         9.7     Quality Assurance
                 9.7.1    General Requirements
                 9.7.2    Process/Procedure Control
                 9.7.3    Quality Audits
                 9.7.4    Traceability
         9.8     Supply and Inventory Control
                 9.8.1    Core Control
                 9.8.2    Repaired Part Supply/Sales/Distribution
                 9.8.3    Repair Material

Article 10.  Prices, Payment Other Terms of Sale
         10.1    Overview
         10.2    New or Repaired Modules or Parts
         10.3    New Products
         10.4    Shipments of Modules and Parts
         10.5    Shipments of Products
         10.6    Authorized Maintenance Center Reimbursement
         10.7    Core Credit
         10.8    Exchange Credit





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         10.9    Promotional Price Discount
         10.10   Accounts Payable
         10.11   Prepayment of Logistics Services
         10.12   Late Payment Charge
         10.13   Invoices

Article 11. Taxes

Article 12.  Trademarks and Service Marks
         12.1    Ownership
         12.2    Display of Marks by Authorized Maintenance Center
         12.3    Discontinuance of Use Upon Termination
         12.4    Mark Registration by Authorized Maintenance Center
         12.5    Liability for Failure to Discontinue Use

Article 13.  Termination of Agreement
         13.1    Transactions After Termination
                 13.1.1 Termination Deliveries
                 13.1.2   Effect of Transactions after Termination
                 13.1.3   Allison's Option to Purchase
         13.2    Termination by Authorized Maintenance Center
         13.3    Termination by Mutual Agreement
         13.4    Termination for Nonperformance
         13.5    Termination Due to Certain Acts or Events
         13.6    Termination for Failure to be Licensed
         13.7    Termination by Government Action
         13.8    Responsibilities of Authorized Maintenance Center
         13.9    Payment by Allison Upon Termination of Authorized Maintenance
                 Center
         13.10   Construction of Termination Provisions
         13.11   Effect of Termination

Article 14.  Order of Precedence Article

Article 15.  Sole Agreement of Parties





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                          ALLISON ENGINE COMPANY, INC.

                      ADDITIONAL PROVISIONS APPLICABLE TO
                    AUTHORIZED MAINTENANCE CENTER AGREEMENT

ARTICLE 1. DEFINITIONS

1.1      ACCOUNT REPRESENTATIVE
         The individual assigned by the Parts Distribution Center who is an
         Allison Employee and serves as the focal point for all Module and Part
         related issues.

1.2      AGREEMENT
         The Authorized Maintenance Center Agreement, including the principle
         Agreement that is executed by Authorized Maintenance Center and
         Allison, the Policy Manual, the Additional Provisions, the Statements
         and all related agreements and addenda as referenced in this
         Agreement.

1.3      ALLISON
         Allison Engine Company, Inc., also known as Allison Engine Company.

1.4      ALLISON RESIDENT MANAGER
         An Allison employee, who may be assigned at the Authorized Maintenance
         Center's Primary Premise, whose functions may include coordination,
         Warranty(ies) review and administration, and overall support of the
         Maintenance Services being provided by the Authorized Maintenance
         Center on the Items.

1.5      APPLICATION FOR ADJUSTMENT (AFA)
         A serialized, preprinted form to be utilized by the Authorized
         Maintenance Center to submit specific information to Allison in
         support of a Claim for a particular Customer, or for the Authorized
         Maintenance Center directly.  Where compatible and available, the AFA
         or an equivalent document may be obtained and submitted electronically
         through the EDI system.





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1.6      AUTHORIZED/AUTHORIZATION
         When used in conjunction with another defined or undefined word or
         phase, Authorized denotes approval in writing by Allison.
         Authorization indicates Allison has Authorized the activity.

1.7      AUTHORIZED MAINTENANCE CENTER
         An independently owned and operated business entity which has been
         selected and is signatory to this Agreement.

1.8      AUTHORIZED MAINTENANCE CENTER ADMINISTRATOR 
         Allison employee(s) who will assist in administration of this
         Agreement, Authorized Maintenance Center Policy Manual and provide
         assistance to the Authorized Maintenance Center network.

1.9      AUTHORIZED MAINTENANCE CENTER POLICY MANUAL (POLICY MANUAL)
         The manual identified throughout this Agreement, furnished and owned
         by Allison and provided to the Authorized Maintenance Center under the
         terms of this Agreement.  The Policy Manual may be modified from time
         to time by Allison.  It sets forth the policies and procedures that
         shall be observed by Allison, the designated Product, Module, Part
         source(s) and the Authorized Maintenance Center in matters relating
         to: facilities, equipment requirements, processes, Maintenance
         Services, Component Repair, distribution, marketing, sales,
         administration of Items, and the treatment of Customers utilizing the
         Items.

1.10     AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH LOCATION(S), AND
         MARKETING OFFICE(S) STATEMENT 
         An Agreement attachment identifying the specific facilities and
         geographic location(s) (including country listing) of the Authorized
         Maintenance Center's Business Operations, which has been approved by
         Allison and includes the Authorized Maintenance Center's Primary
         Premise, Branch Location(s) and Marketing Office(s).





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1.11     BOOK REPAIR
         Repair of a Candidate Part, where the Repair Process is usually within
         the normal capabilities of the industry(ies) operating within the
         Service, Repair or Overhaul business areas.  Examples are detailed in
         the Policy Manual.  Book Repairs will be approved by Allison and are
         generally consistent with the Component Repair Plan.

1.12     BRANCH LOCATION(S)
         A facility, including equipment and tooling, owned in whole or in part
         by the Authorized Maintenance Center which performs all or part of the
         Business Operations and is Authorized to operate within a specific
         Region of Responsibility.  Such a facility must display Authorized
         Maintenance Center signage and Marks indicating it is Authorized.

1.13     BULLETINS
         Notices issued by Allison to Customers and Authorized Maintenance
         Centers pertaining to Module(s) or Part(s) issues, procedural changes,
         Field Service issues, interchangeability, modifications, process
         changes, Ground Support Equipment requirements and other Product
         information.

1.14     BUSINESS OPERATIONS
         The Maintenance Services, Component Repair, Embodiment of Modules or
         Parts, sub functions, responsibilities, operations, administration and
         other business activities that are contemplated by this Agreement,
         including certain Field Service functions and any optional activities
         undertaken by the Authorized Maintenance Center, provided all such
         activities are not in conflict with this Agreement.

1.15     CAMPAIGN
         An Allison initiated corrective action on the Product implemented at
         Allison's direction which may or may not be implemented by the
         Authorized Maintenance Center.





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1.16     CANDIDATE PART
         A Part which has been identified as Non-Serviceable which may benefit
         from the application of a Repair Process.  Some Candidate Parts may be
         designated as "Restricted."  Restricted Candidate Parts generally
         include designated gas path Parts (blades, vanes, nozzles, stators),
         combustion liners, fuel nozzles and integrally designated wheel/blade
         components.

1.17     CLAIM
         A request for consideration of Credit for work performed, Module(s) or
         Part(s) Embodied, or non-conforming Module(s) or Part(s) received,
         applied for through the use of an AFA and submitted to Allison by the
         Authorized Maintenance Center.  A Claim may be made on behalf of the
         Customer or directly for the benefit of the Authorized Maintenance
         Center.

1.18     CLASSIFICATION
         The activity by which a Repair concept is categorized based on its
         inherent complexity, technical content, and process critically.  The
         two (2) primary Classification categories are Book and Critical.

1.19     COMMERCIAL ENGINE BULLETIN (CEB)
         Documents issued by Allison to notify Customers and Authorized
         Maintenance Centers of:

         1.      Modifications to the Engine which affect performance, improve
                 reliability, increase safety, provide economy and/or
                 facilitate maintenance operation;

         2.      Substitution of one Part with another superseding Part only
                 when it is not completely interchangeable both functionally
                 and physically, or when the change is sufficiently urgent or
                 critical that special scheduling or record of accomplishment
                 is required;

         3.      Substitution of one imbedded software program by another
                 which changes equipment function and Part number of the
                 programmed memory device, requiring a record of
                 accomplishment;





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         4.      Special inspections/checks required to maintain the Engine or
                 accessories in safe operating condition;

         5.      Reduction or extensions of existing Parts' life limits or
                 establishment of first time Part's life limits; and

         6.      Engine conversion(s) instructions.

1.20     COMPONENT REPAIR
         The application of a Repair Process to a Candidate Part to reestablish
         its Serviceable status, as controlled by the CRP.  A Component Repair
         can be classified as either a Critical Repair or Book Repair.
         Sub-detail pieces of the Candidate Parts are typically used in the
         Repair Process.  The necessary Quality of Component Repairs and
         associated workmanship is characteristically not present at Customer
         facilities, but is usually available at facilities as contemplated by
         the Authorized Maintenance Center.

1.21      COMPONENT REPAIR COMMITTEE (CRC)
          The committee organized to develop and coordinate the CRP.  The CRC
          will be chaired by Allison, and representatives from the Authorized
          Maintenance Center network may participate.

1.22      COMPONENT REPAIR PLAN (CRP)
          A comprehensive master document which outlines the Component Repair
          related activities, specific goals/objectives and provides the
          overall framework on how Component Repairs will be coordinated for
          the Product.  The CRP will be updated as required to meet the
          changing market, Customer and Product requirements.  Individual Part
          CRPs may be generated for the individual Parts as required, and would
          be consistent with the master CRP.  The CRP will be developed by
          Allison generally in conjunction with the Authorized Maintenance
          Center.

1.23      COMPONENT REPAIR PROGRAM COORDINATOR
          An Allison employee who is designated as the lead individual for
          identification of Component Repair opportunities for Candidate Parts
          as defined within the CRP.  The Component Repair Program Coordinator
          is the chairperson of the CRP.





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1.24     CORE
         Any Non-Serviceable Item which may be considered a Candidate Part and
         may be subject to Component Repair through an Authorized Repair
         Process at an Authorized Repair Source.  Certain Cores policy may be
         identified in the relevant controlling documents, e.g., OCP/SPP
         agreement.

1.25     CORE CREDIT
         A monetary value assigned to a Core which may be Credited to the Owner
         or Operator upon Core delivery to Allison, the Authorized Maintenance
         Center, or to an entity designated by Allison.  Core Credit will be
         established by Allison, consistent with the CRP and Candidate Part and
         in certain instances, Core Credit may be adjusted to address the
         potential Cores' inventory costs.

1.26     CREDIT
         A monetary adjustment to an account or an exchange of Module(s) or
         Part(s).  Credits could exist between Allison and the Customer,
         Allison and the Authorized Maintenance Center, an entity designated by
         Allison and the Authorized Maintenance Center or the Authorized
         Maintenance Center and a Customer.

1.27     CREDIT MEMORANDUM
         A document issued by Allison identifying the final position of Allison
         on any Credit with regard to a specific Claim.

1.28     CRITICAL REPAIR
         A Component Repair of a Candidate Part where the Repair Process alone,
         or in conjunction with the Candidate Parts' characteristics, requires
         a high level of technical capability and engineering control to ensure
         reliability and/or safety.  Also, a Critical Repair exists when
         process related aspects are beyond normal industry standards in the
         area of capability, technology, cost, or Quality assurance.

1.29     CUSTOMER 
         An Operator or Owner of Item(s).  An OEM may also be a Customer.
  




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1.30     DATA REPORT
         Reports submitted electronically, if available, by an Authorized
         Maintenance Center, Customer and/or Allison employee.  A Data Report
         is required each time an Engine, Module or Part is removed, installed
         or involved in an event.  Data Reports, including teardown/disposition
         reports and build-up reports, are to be provided to Allison every
         thirty days, or as detailed specifically in the Agreement

1.31     DEVELOPMENT PLAN
         The planned approach(es) and/or activity(ies) involved in
         demonstrating and implementing a particular Repair Process(es) for a
         particular Candidate Part.

1.32     DIRECT MAINTENANCE COST (DMC), DIRECT OPERATING COST (DOC)
         The cost of operation and/or Maintenance of the Product as defined
         within the applicable Allison document(s).

1.33     ELECTRONIC DATA INTERCHANGE (EDI)
         The electronic network established by Allison to facilitate electronic
         communication by and among the Product, Module and Part sources,
         Authorized Maintenance Centers, Allison and the Customers.  EDI may
         encompass certain proprietary systems and templates currently in use
         or as developed by Allison.  The Policy Manual further defines the
         applicable standards.

1.34     EMBODIED MODULES OR PARTS (EMBODY/EMBODIMENT)
         Those Authorized Modules or Parts included in the Maintenance Service
         functions or Component Repair functions performed by the Authorized
         Maintenance Center.

1.35     ENGINE
         An Engine may be referred to as the Product.  The specific Engine(s)
         applicable to this Agreement are defined in the Product Statement(s)
         attached to this Agreement.

1.36     EVENTS
         Repair, Service or Overhaul requirements as identified by a specific
         Product based on Customer input, Product reliability , Module and/or
         Parts usage/scrap rates, operating profiles and other indicators.  The
         Events will be used as an inventory planning element by Allison and
         the Authorized Maintenance Center.  Events data is supplied to Allison
         by the Authorized Maintenance Center.







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1.37     EVENT KITS
         An Authorized Maintenance Center's listing of Modules and Parts
         which, in total, represent the average mix of Authorized material to
         satisfy 75-85% of the requirement for the particular Event.  Event
         Kits are specific to both the Authorized Maintenance Center and the
         Product and their content will be adjusted to compensate for
         reliability, Component Repairs and other such changes.  Event Kit
         information is supplied to Allison by the Authorized Maintenance
         Center.

1.38     EXCHANGE CREDIT
         A value assigned to a Candidate Part, Core or LRU when submitted in
         conjunction with the purchase of a like or similar new or Repaired
         Part.  An Exchange Credit may or may not be the same as a Core Credit.

1.39     EXCESS MODULES AND PARTS
         Modules and Parts inventory, as purchased directly from Allison or
         it's designee, which is excess to the Authorized Maintenance Centers'
         needs and as further detailed in the Agreement and Policy Manual

1.40     FEDERAL AVIATION ADMINISTRATION (FAA) DIRECTIVES 
         Specific directives issued by the FAA pertaining to the operation,
         safety, maintenance, Service, Repair or use of Items.

1.41     FIELD SERVICE
         Service or Repair functions including Embodiment of Modules or Parts,
         performed by an Authorized Maintenance Center outside the Primary
         Premise and/or Branch Location(s).  Authorized Maintenance Center
         supplied Field Service may be a direct result of: (1) Customer
         request, (2) Warranty or OCP/SPP obligations, (3) Authorized
         Maintenance Center/Customer contract requirement or 4) correct a
         defect in material or workmanship.

1.42     GRANDFATHER COMPONENT REPAIR
         Component Repairs, which are utilized by the Authorized Maintenance
         Center at the time of the Agreement signing and which may differ from
         and are beyond the scope of Allison's published maintenance
         documentation.





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1.43     GROUND SUPPORT EQUIPMENT (GSE)
         Test equipment and tools designed, developed and distributed by or for
         Allison for use on Items.

1.44     INSPECTION SYSTEM
         An established inspection approach where specific procedures and
         policies meet or exceed Allison's requirements.

1.45     ITEM(S)
         Authorized Products, Modules and/or Parts purchased from Allison or a
         source designated by Allison.

1.46     LINE REPLACEMENT UNITS (LRUs)
         Accessories, Module(s) and Part(s) which can be readily changed on the
         Product during line maintenance operations.

1.47     LOGISTICS COMPANY
         An independent entity contracted by Allison to perform Item logistic
         functions including, but not limited to, transportation, customs,
         document tracking and Customer delivery.

1.48     MAINTENANCE SERVICES
         Those actions required for restoring or maintaining an Item(s) in
         Serviceable condition, including the Service, Repair, Overhaul,
         inspection, determination of condition and Authorized testing
         functions as performed by the Authorized Maintenance Center per the
         established Quality system at the Primary Premise and Branch
         Location(s).

1.49     MANUALS
         Technical documents prepared and distributed by Allison.  Select
         Manuals may be owned by Allison and provided to the Authorized
         Maintenance Center per the terms and conditions of this Agreement or a
         separate bailment agreement.  The Manual, Catalog and Price List, an
         attachment to this Agreement, identifies the Manuals available to the
         Authorized Maintenance Center.





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1.50     MARKETING OFFICES(S)
         Office(s) approved by Allison in which the Authorized Maintenance
         Center markets the Maintenance Services and Embodiment functions
         available from its Primary Premise and Branch Location(s) to Customers
         worldwide.  Marketing Offices are generally located outside the
         assigned Region of Responsibility, and may not perform Business
         Operation(s) other than the marketing of their services.

1.51     MARKS
         The various trademarks, service marks, names and designs owned by
         Allison or its affiliated companies which may be used by the
         Authorized Maintenance Center per the terms and conditions of this
         Agreement.  These Marks represent the goodwill and established
         reputation of Allison and are only offered by Allison to a select set
         of independent companies who undertake to perform the Authorized
         functions as contemplated by this Agreement.

1.52     MODULE(S)
         A combination of new, used or Overhauled assemblies, subassemblies and
         Parts, contained in one package, or so arranged as to be installed
         during a Maintenance Service action.  Any level of hardware assembly,
         i.e., Module, Part or system, marketed by Allison in connection with
         Products and Parts.  Modules are identified within the applicable
         Module and Parts Statement(s).

1.53     MODULES AND PARTS STATEMENT(S)
         The Agreement attachment which identifies the Authorized Modules,
         Parts and Ground Support Equipment that may be purchased from Allison
         by the Authorized Maintenance Center pursuant to the terms and
         conditions of this Agreement and/or Terms of Sales Statement(s).  The
         Statement(s) may be amended from time to time.

1.54     NON-AUTHORIZED
         Non-Authorized or Unauthorized when used in conjunction with third
         party, Repair Source, Maintenance Service, Item, Embodiment, Part,
         Module, Product or any other defined or undefined word or term,
         denotes the subject referenced is not approved by Allison and is
         neither compliant with, nor approved under, this Agreement.





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1.55     NON-SERVICEABLE
         An Item which, in its current condition, does not meet Allison's
         specifications and may not be used in a Maintenance Services function.

1.56     OBSOLETE PART(S)
         Parts purchased from Allison which remain in the Authorized
         Maintenance Center's inventory and can no longer be used in any
         application due to supersedure resulting from a must conform Bulletin
         change.  Superseded Parts which can be reworked into a Serviceable
         Part are not considered Obsolete Parts.

1.57     ON-CONDITION
         A primary maintenance process and philosophy employing repetitive
         inspection(s) and/or test(s) to determine the Serviceable status of
         the Items or portions thereof (corrective action is taken when
         required by Item condition).

1.58     OPEN AREA
         A geographic region and associated countries where the Authorized
         rights for Maintenance Services, Component Repair, and associated
         placement of an Authorized Maintenance Center has not been fulfilled
         at the time of execution of this Agreement.

1.59     OPERATING COST PROGRAM (OCP) or SERVICE PROTECTION PLAN (SPP)
         A contracted program covering specific Product costs associated with
         the operation and maintenance of the Product.  The program is a
         stand-alone agreement between Allison and certain Customers.  The
         Authorized Maintenance Center network may be contracted to perform
         certain Maintenance Services on OCP or SPP Products, Modules and Parts
         under contract with Allison.  Further definition of OCP or SPP is
         contained within the relevant Allison documents.

1.60     OPERATOR
         An entity which to operates or is in control of the use of a Product,
         Module or Part.





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1.61     ORIGINAL EQUIPMENT MANUFACTURER (OEM)
         Any manufacturer of aircraft, equipment, or a conversion facility
         which has been certified to install and/or resale the Product.  An OEM
         may have the right to market select Allison Authorized Products,
         Modules or Parts and its distribution or dealer organization may have
         certain Service, Repair or Field Service rights.

1.62     OVER-THE-COUNTER
         Sale(s) of Modules and Parts by Allison, an Allison designated entity
         and/or Authorized Maintenance Center to a Customer in support of 1)
         line maintenance, 2) scheduled Service and 3) certain Service or
         Repair functions.

1.63     OVERHAUL (RECONDITION)
         The work necessary to return an Item to the highest standard(s)
         specified within the relevant controlling document(s) or Manual(s) as
         issued Authorized, approved and/or bailed by Allison.  Overhaul
         usually involves Critical Repair/testing and is generally limited to
         performance by Authorized Maintenance Centers and Allison.

1.64     OVERSHIPMENT
         Items received by the Authorized Maintenance Center in excess of the
         quantity ordered by the Authorized Maintenance Center or the quantity
         invoiced by Allison.

1.65     OWNER
         An entity which is the legal owner of record of a Product, Module or
         Part.

1.66     PART(S)
         One piece, or two or more pieces, joined together and not normally
         subject to disassembly without destruction of designed use.  Parts may
         be new, used or Repaired and are marketed by Allison in connection
         with Products and/or Modules.  Parts are listed in the current
         Product, Module and Parts Price List, and associated supplements
         thereto.  Parts are identified within the Modules and Parts
         Statement(s).





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1.67     PERFORMANCE AND ASSESSMENT REPORT
         Report prepared by Allison within thirty (30) calendar days following
         a performance and assessment audit.  The Report contains a summary of
         the audit findings of the Maintenance Services and identifies Allison
         improvement recommendations and non conformance collective action
         requirements.  The areas of evaluation are business and
         administration, maintenance services, business operations, customer
         support, technical, Quality and other operations.

1.68     POLICY
         A directive issued by Allison with regard to the handling of a
         specific Product situation(s).  Generally, Policy issues are not
         covered under a specific Warranty.  The Policy will, in most
         instances, be communicated via a letter or Bulletin.

1.69     PRIMARY PREMISE
         The main facility, including equipment and tooling, solely owned by
         the Authorized Maintenance Center, performing the total Business
         Operations as Authorized by Allison under the terms and conditions of
         this Agreement.  The Authorized Maintenance Center's approved Primary
         Premise is the single point of contact with Allison.

1.70     PRODUCT(S)
         The words Product and Engine, for the purpose of this Agreement, are
         synonymous.  Products are identified in the Product Statement(s).

1.71     PRODUCT, MODULES AND PARTS PRICE LIST
         A list identifying the Product, Module and Part nomenclature,
         identification numbers, descriptions as required, selling prices and
         associated lead times along with other pertinent information,
         generally published annually by Allison and updated from time to time.

1.72     PRODUCTS STATEMENT(S)
         The Agreement attachment which identifies the Product(s) that may be
         purchased from Allison or its designated source(s) by the Authorized
         Maintenance Center pursuant to the terms and conditions of this
         Agreement and the Terms of Sale Statement(s).  The Statement(s) may be
         amended from time to time by Allison.





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1.73     PROMOTIONAL PRICE DISCOUNTS
         Discounts on Allison Modules or Parts provided exclusively to
         Authorized Maintenance Center in recognition of their Embodiment,
         Maintenance Services, inventory responsibilities or other special
         situations as identified by Allison.

1.74     QUALIFICATION/QUALIFIED
         The activity and associated acceptance criteria directed at validating
         the capability of a Repair Source to implement and apply a specific
         Repair Process to accomplish a specific Component Repair.
         Qualification (or Qualified) may also apply to the successful
         demonstration and validation of a specific Repair Process(es),
         regardless of Repair Source considerations.

1.75     QUALITY SYSTEM OR QUALITY
         An established Authorized Maintenance Center program utilizing
         recognized Quality procedures and policies which meet or exceed
         Allison's requirements and the requirements of any regulatory body
         having jurisdiction.

1.76     RECORDS
         Documents including, but not limited to, Data Reports, Customer
         directories, Maintenance Services, Component Repair, Qualification,
         Development Plan, Product delivery history, quarterly summary reports,
         payment and credit history, training, Modules and Parts inventory
         status and usage, and AFA applications for Warranty, Policy, Campaigns
         and OCP/SPP.  Records must be retained either electronically or in
         hard copy for six (6) years, or longer if required by a regulatory
         body.

1.77     REGION OF RESPONSIBILITY
         The geographic area and associated list of countries and/or
         territories described in the Region of Responsibility Statement(s)
         attached to this Agreement.

1.78     REMANUFACTURED ENGINES/MODULES
         The Overhaul and conversion of an Engine/Module from one Product
         application to another.  Authorized Maintenance Centers must receive
         Authorization prior to conversion from one Product application to
         another.  An example not Authorized is a T56 aircraft engine being
         converted to an industrial engine.  An example of an Authorized
         conversion would be an upgrade of a Model 250 Series I to Series II
         engine.





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1.79     REPAIR(S)
         To make an Item Serviceable by replacing failed or damaged Modules or
         Parts with new, used or Repaired Modules or Parts.

1.80     REPAIR PROCESS
         Defined and fully documented sequence of events which, when properly
         performed, result in restoring a Non-Serviceable Item to Serviceable
         status.  Proprietary or licensable sub-processes may or may not be
         involved.

1.81     REPAIR SOURCE
         Manufacturing process or facility source selected and Authorized to
         perform Allison approved Component Repair(s) utilizing an approved
         Repair Process.

1.82     REPAIRED PART 
         A Part that has undergone Component Repair whereby the final Part is 
         Serviceable.

1.83     REQUEST FOR QUALIFICATION
         Formal request submitted by an Authorized Maintenance Center to be
         appointed as a Repair Source for Critical Repair.  Specific format and
         content of a Request for Qualification is more fully defined in the
         Policy Manual.

1.84     SECOND LEVEL ENTITY
         An organization or business structure which serves a second tier
         distribution or marketing function and generally would be in conflict
         with this Agreement.

1.85     SERVICE
         An act of replenishment for the purpose of maintaining the inherent
         design operating capability of an Item in compliance with Allison
         recommendations.  Certain Service functions may be performed in a
         non-shop atmosphere (Field Service).  For the purpose of this
         Agreement, Service is meant to denote work performed in the Authorized
         Maintenance Center's Primary Premise or Branch Location(s).

1.86     SERVICE INFORMATION LETTER (SIL) or COMMERCIAL SERVICE LETTER(CSL)
         Documents issued by Allison to provide Customers and Authorized
         Maintenance Centers with information such as the following:





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         1.      To discuss field problems and to highlight information in
                 existing documentation as well as detailing upcoming revisions
                 to published documents;

         2.      To notify Customers of interchangeable or Part numbers changes
                 which have no effect on aircraft or equipment safety,
                 performance, maintainability and reliability;

         3.      To provide preliminary information of a forthcoming Bulletin;

         4.      To notify Customers of available or forthcoming vendor
                 modifications; and

         5.      To notify Customers of changes in Part material finishes,
                 protective coatings, etc.

1.87     SERVICE PARTS DISTRIBUTION CENTER OR PARTS DISTRIBUTION CENTER
         Allison or its designated source(s) which distributes Items and other
         hardware, accessories or equipment as directed and Authorized by
         Allison.  Service Parts Distribution Center will operate under
         contract to Allison, and will not compete for Maintenance Services,
         including Embodiment, as contemplated by this Agreement.

1.88     SERVICEABLE
         Classification of a Module or Part, whether new, used or Repaired,
         which in its current condition meets Allison specifications and may be
         used in a Maintenance Service function.

1.89     SHIP PROMISE DATE
         The date on which Allison plans to ship the ordered Products, Modules
         and Parts.  Typically, the Ship Promise Date equates to the order
         acceptance date plus the published or quoted lead time for the
         respective Product, Module or Part.





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1.90     SPARE ENGINE

         An Engine sold by Allison for purposes other than permanent
         installation in OEM equipment.  Authorized Maintenance Centers may
         purchase a Spare Engine only for use as a lease, rental asset or Unit
         Exchange and are not permitted to resell to Customers except as
         specifically directed in writing by Allison or as permitted by the
         terms and conditions of the Agreement, including the Product
         Statement(s) and/or Terms of Sale Statement(s).  Spare Engines cannot
         be procured for disassembly into Modules and Parts.

1.91     SOURCE INSPECTION
         The final acceptance inspection of a Candidate Part undergoing
         Critical Repair at the Repair Source.

1.92     SURCHARGE
         A fee levied by Allison and paid by the Authorized Maintenance Center
         for a specific Module or Part, or a inventory level of Modules or
         Parts when the Authorized Maintenance Center has not provisioned as
         detailed in the Agreement, at an annualized level acceptable to
         Allison, but generally at least 75% of the dollar value attained by
         multiplying the number of Events by the respective Event Kits.
         Surcharge, at Allisons discretion, may be assessed at the end of a
         calendar year assuming the expected dollar value cannot be determined
         until that time.  Surcharges will be debited to the Authorized
         Maintenance Center.

1.93     SURPLUS (MODULES AND PARTS)
         Modules and Parts inventory, as purchased directly from Allison or
         its designee which is in excess of the Authorized Maintenance Center
         needs pursuant to provisioning/inventory conference and the terms and
         conditions of the Agreement and the Policy Manual.

1.94     TERMS OF SALE STATEMENT(S), (TSS)
         Statements furnished by Allison to the Authorized Maintenance Center
         as an attachment to this Agreement setting forth the terms and other
         provisions that apply to sale, distribution and/or marketing of Items,
         as modified by Allison through amended TSSs, revision sheets or in a
         new and superseding TSS.





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1.95     TEST SPECIFICATIONS
         Specifications developed and issued by Allison which delineate
         appropriate procedures and verification requirements with regard to
         specific test standards applicable to Maintenance Services or
         Component Repair.

1.96     TURNAROUND TIME (TAT)
         The combined calendar days required to provide appropriate Maintenance
         Services to make an Item Serviceable and to ship Item, excluding
         Customer, Allison, or Logistics Company initiated delays.

1.97     UNIT(S) EXCHANGE / EXCHANGE UNIT(S)
         Modules, subassemblies or Parts in Serviceable condition and/or a
         Spare Engine which are maintained in the inventory of the Authorized
         Maintenance Center or an Authorized source's inventory for the purpose
         of being available for substitution for Non-Serviceable Items owned or
         operated by Customers when the Non-Serviceable Core is provided in
         exchange.

1.98     WARRANTY(IES)
         Statements issued by Allison providing minimum performance assurances
         for Items subject to governing Product design limitations and time
         periods of coverage of Service or Repairs by Allison.





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ARTICLE 2. REGION OF RESPONSIBILITY

2.1      AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH LOCATION(S), AND
         MARKETING OFFICE(S) OVERVIEW 
         Allison has selected independently owned and operated Authorized
         Maintenance Centers operating from an approved Primary Premise, Branch
         Location(s) and Marketing Office(s) to effectively provide Authorized
         Maintenance Services and Embodiment functions to Customers.

2.2      AUTHORIZED MAINTENANCE CENTER'S RESPONSIBILITIES 
         Authorized Maintenance Center shall have a single Primary Premise and
         other Branch Location(s), identified in the Primary Premise, Branch
         Location(s) and Marketing Office(s) Statement as necessary to provide
         satisfactory Customer support.  All locations shall be satisfactory in
         appearance, adequate in size, properly equipped for the conduct of the
         specific Business Operation(s) contemplated at such Primary Premise
         and/or Branch Location(s) and consistent with reasonable facilities
         requirements defined within this Agreement and/or as outlined within
         the Policy Manual.

         Authorized Maintenance Center agrees not to change its Primary Premise
         or Branch Location(s) or Marketing Office(s) or the specific Business
         Operation(s) for which each is used without prior written approval by
         Allison and the execution of a new and superseding Primary Premise,
         Branch Location(s) and Marketing Office(s) Statement.

         Authorized Maintenance Center will conduct Business Operation(s) only
         at the Primary Premise or Branch Location(s) identified within the
         Primary Premise or Branch Location(s) or Marketing Office(s) Statement
         as accepted by Allison and attached to this Agreement.  Authorized
         Maintenance Center may not conduct Business Operations or maintain a
         Primary Premise or Branch Location(s) outside its assigned Region of
         Responsibility (see addendum section of the Agreement for specific
         description of Regions of Responsibility).

         Marketing Offices which are located outside the Region of
         Responsibility may not maintain inventory of any Product, Module,
         Part, or maintain any facility, plant, equipment or Ground Support
         Equipment for performance of Maintenance Services, Component Repair
         and/or for Over-the-Counter sales.





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         Authorized Maintenance Center will not make any written or oral
         arrangement(s) or agreement(s) to consign, bail or maintain an
         inventory of Items or Ground Support Equipment outside their assigned
         Region of Responsibility.

2.3      CHANGES IN AUTHORIZED MAINTENANCE CENTER PRIMARY PREMISE, BRANCH
         LOCATION(S), MARKETING OFFICE(S) OR BUSINESS OPERATION(S)

         If Authorized Maintenance Center proposes to change the location of
         its Primary Premise, to change or add a Branch Location(s), to change
         or add a Marketing Office, or to modify its Business Operations at any
         location, Authorized Maintenance Center shall submit a written
         proposal to the Authorized Maintenance Center Administrator sufficient
         in detail to enable Allison to evaluate the proposed change(s).
         Allison will discuss with Authorized Maintenance Center the extent to
         which proposed change(s) may affect Authorized Maintenance Center's
         ability to fulfill its responsibilities in its Region of
         Responsibility as defined within this Agreement.

         Any change in the Primary Premise, the Branch Location(s), the
         Marketing Office(s), or the Business Operation(s) at any location by
         Authorized Maintenance Center approved by Allison will be reflected by
         the execution of a new and superseding Primary Premise, Branch
         Location(s) and Marketing Office(s) Statement.

         Should an Authorized Maintenance Center close, eliminate and/or
         significantly change the Business Operation(s) of its Primary Premise,
         Branch Location(s) or Marketing Office(s) without the proper
         disclosure of and prior written approval and Authorization of Allison,
         Allison may initiate action to terminate this Agreement.

2.4      FIELD SERVICE OUTSIDE REGION OF RESPONSIBILITY 
         Authorized Maintenance Center is required to perform Field Services, as
         allowed under this Agreement, for Customers located within the Region
         of Responsibility. Authorized Maintenance Center is also required to
         provide Field Service for Customers outside the Region of
         Responsibility to correct a defect in material associated to a
         previously performed Maintenance Service.





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ARTICLE 3. FACILITIES, EQUIPMENT AND CAPITAL REQUIREMENTS

3.1      OVERVIEW

         Authorized Maintenance Center will demonstrate that its Primary
         Premise and Branch Location(s) have the capability (facilities, plant,
         equipment, tooling, and trained personnel, working capital and net
         worth) to provide Maintenance Services in accordance with Customer
         requirements and the terms and conditions of this Agreement.  The
         Authorized Maintenance Center Primary Premise and Branch Locations
         will be evaluated annually by Allison and may be audited, with respect
         to any Allison-related activities, at any time to assure compliance
         with both Allison and Customer requirements.  Costs of such audits are
         the responsibility of Allison.

3.2      FACILITY REQUIREMENTS

3.2.1    PRIMARY PREMISE

         Authorized Maintenance Center will maintain a single location which
         will be regarded as the Primary Premise, as identified in the attached
         Primary Premise, Branch Location(s) and Marketing Office(s) Statement,
         and be capable of providing complete Business Operations.  Specific
         capabilities/functions which should be present at the Primary Premise
         include but are not limited to: Service; Repair; Overhaul; inspection;
         Component Repair; accessory Repair; component cleaning; nondestructive
         testing; rotor balancing; shipping and receiving; Product testing per
         Allison's correlated engines; Module testing; metallurgy laboratory;
         training; certain technical publications; inventory of Modules and
         Parts; Customer financial support; and lease/rental Products/Modules.
         The Authorized Maintenance Center's Primary Premise location will make
         available suitable office space and supporting office-related
         facilities (less telecommunications expenses) for an Allison Resident
         Manager, at no cost to Allison.

3.2.2    BRANCH LOCATION(S)

         Authorized Maintenance Center may establish Branch Location(s) in
         addition to a single Primary Premise in their assigned Region of
         Responsibility, as identified in the attached Primary Premise, Branch
         Location(s) and Marketing Office(s) Statement.  The Branch Location(s)
         may provide any combination of the capabilities/functions provided by
         the Primary Premise; however, the Branch Location(s) will not replace
         nor displace the responsibilities of the Primary Premise.





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3.2.3    MARKETING OFFICE(S)

         Authorized Maintenance Center may establish Marketing Office(s)
         anywhere deemed necessary by the Authorized Maintenance Center, as
         identified in the attached Primary Premise, Branch Location(s) and
         Marketing Office(s) Statement, to support the Product and Customers
         (except as prohibited by applicable U.S. export control and other laws
         and regulations).  The Marketing Office(s) shall not inventory Items,
         perform any Maintenance Services, Component Repair, technical support,
         or any administrative functions contemplated within the Business
         Operation(s) other than marketing and sales functions.  The sole
         purpose of a Marketing Office(s) is to market and promote Authorized
         Maintenance Center's Primary Premise and Branch Location(s)
         capabilities.

3.3      CAPITAL REQUIREMENTS

         Authorized Maintenance Center shall maintain working capital and net
         worth in sufficient amounts to enable Authorized Maintenance Center to
         maintain Business Operations at the Primary Premise and any Branch
         Location(s) to properly satisfy Customer expectations within the
         Region of Responsibility consistent with the intent and purpose of
         this Agreement.

3.4      EQUIPMENT AND CAPABILITIES

         Authorized Maintenance Center must possess and maintain, or have
         access to equipment and capabilities necessary to perform Maintenance
         Services on the particular Product series as identified in the
         applicable product statement(s).  The specific equipment requirements
         shall include as a minimum the following operations:

                 o        Parts cleaning
                 o        Fluorescent Penetrant Inspection (FPI)
                 o        Nondestructive Test (NDT) inspection
                 o        Flame metal spray
                 o        Dimensional inspection
                 o        Static/dynamic balancing
                 o        Grinding
                 o        Welding
                 o        Accessory(ies) tests (oil, fuel, pneumatic systems)
                 o        Fundamental electronics repair (soldering pin 
                          replacement, etc.)
                 o        Certain machining





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                 o        Certain training
                 o        FADEC diagnostic test (as applicable to the Product)
                 o        Engine test capability (Engine test cells must be
                          correlated per Allison requirements and the
                          Authorized Maintenance Center must have test
                          capability as a minimum at their Primary Premise
                          Product se

All equipment shall be maintained in good working order and operated under the
applicable Quality System, consistent with Allison standards, FAA standards and
compliant with regulatory requirements within the respective Region of
Responsibility.

An Authorized Maintenance Center may support any Engine model for which it has
an Allison-correlated Engine test stand.  Each Authorized Maintenance Center
must declare the series of engines for which it possesses capability at the
beginning of each three year term.  At least one test stand, correlated to
Allison standards, must be present at the Primary Premise.

Those Authorized Maintenance Centers without Allison-correlated Engine test
stands to cover the Product series identified in the Product Statement(s) must
submit evidence of an Engine test cell utilization agreement with another
Authorized Maintenance Center who does have an Allison-correlated Engine test
stand.  The agreement(s) may not be longer than eighteen (18) months in length,
at which time the Authorized Maintenance Center must have a correlated Engine
test capability or refrain from providing Maintenance Services on the
respective Engine series.

Allison warranty and policy work, or other Allison contracted engine work that
requires an Engine test will be awarded only to those Authorized Maintenance
Centers who own an appropriate Allison-correlated Engine test stand for the
model or series of Engine involved.

Engine test stand correlations will be handled as follows:

1.       The Authorized Maintenance Center requesting correlation will be
         responsible for all costs associated with correlation.

2.       The Authorized Maintenance Center requesting correlation will supply
         the correlation Engine.





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3.       The Authorized Maintenance Center will operate the test stand with its
         Engines, obtaining relevant operating data.  The Engine and data will
         be forwarded to Allison for a performance run and associated
         cross-data evaluation.

4.       An Authorized Maintenance Center with test stand(s) which are already
         correlated will recorrelate when: 

         a.)     It has reason to believe a correlation is necessary to restore
                 test stand accuracy.
        
                                       OR
         b.)     Allison demands a recorrelation because of Customer complaints
                 or concerns about a test stand and associated Engine
                 performance while operating on said test stand

3.5      GROUND SUPPORT EQUIPMENT (GSE)
         The Authorized Maintenance Center shall have adequate Parts and Ground
         Support Equipment and recommended special tools as may be necessary to
         enable Authorized Maintenance Center to fulfill their responsibilities
         under this Agreement in addition to any tools needed to train
         Authorized Maintenance Center personnel.

         Authorized Maintenance Center will receive the necessary GSE technical
         data to support Maintenance Services and Component Repair activities
         upon execution of this Agreement.  GSE drawings are Allison
         proprietary and will be subject to all rights or limitations specified
         by Allison.

3.6      TEST EQUIPMENT STANDS AND ADAPTERS

         Authorized Maintenance Center shall develop and maintain Item test
         facilities capable of testing the respective Products, Modules, and
         Parts in accordance with the applicable Authorized Test Specifications
         and the Policy Manual.

3.7      MULTI-ENGINE FACILITIES

         If Authorized Maintenance Center provides Maintenance Services on
         engines other than the Product(s), and if facilities, equipment or
         associated capabilities are shared with non-Product lines, Authorized
         Maintenance Center will ensure the Maintenance Services and Component
         Repairs performed on Items are not penalized with respect to
         non-Product costs, including direct labor, indirect labor, and
         material or labor related burden(s).





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3.8      LEASE AND RENTAL ASSETS

         Authorized Maintenance Center may establish a lease/rental asset pool.
         The quantity of lease/rental Products/Modules will be consistent with
         the Customer and market requirements and subject to Allison's review
         and approval.  Allison reserves the right to suggest additional
         lease/rental assets be held by Authorized Maintenance Center.  Should
         Authorized Maintenance Center choose not to hold a quantity of
         lease/rental assets that Allison feels is necessary, Allison reserves
         the right to utilize a third party to hold the assets.  Disposal,
         usage and/or sale of lease/rental assets shall be consistent with the
         instructions outlined in the Policy Manual.  Certain lease or rental
         assets may be used on an exchange basis as Exchange Units in
         conjunction with Maintenance Services.  Authorized Maintenance Center
         ownership and use of lease/rental Products or Modules and Unit
         Exchanges does not negate the implied Component Repair aspects of this
         Agreement.  Specifically, both Book Repairs and Critical Repairs of
         these items must remain totally compliant with the terms and
         conditions of this Agreement.

3.9      REMANUFACTURED ENGINES/MODULES

         The Authorized Maintenance Center may Remanufacture Engines/Modules
         within the same Engine series.  The Remanufactured Engine/Module must
         retain its original serial number and build configuration (an
         Authorized Maintenance Center may not produce its own nameplate).  The
         Authorized Maintenance Center may only remanufacture an Engine to
         convert or generate a different Engine series.  The Authorized
         Maintenance Center may not change from one Product application to
         another (from aircraft application to industrial application or visa
         versa) without prior Allison Authorization.

3.10     RIGHT TO PURCHASE DISPLACED PRODUCTS

         If Authorized Maintenance Center provides maintenance services on
         engines other than the Product(s), and if Authorized Maintenance
         Center displaces Products from an OEM application as a result of a
         retrofit to non-Allison engines, then the Authorized Maintenance
         Center must offer Allison the first option to purchase of such
         displaced products at the current surplus market value or at a
         bonified offer price.





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ARTICLE 4. ALLISON RESPONSIBILITIES

4.1      OVERVIEW

         The purpose of this Article is to define the overall responsibilities
         of Allison with regard to the Authorized Maintenance Center network.
         This Article addresses certain terms and conditions regarding Items;
         certain administrative functions; Allison field representation;
         accident investigation; mining; technical representation; promotions;
         and evaluation of Authorized Maintenance Center.

4.2      PRODUCTS, MODULES AND PARTS AVAILABLE TO AUTHORIZED MAINTENANCE CENTER

         Allison has furnished Authorized Maintenance Center with a Products
         Statement(s) and a Modules and Parts Statement(s) as attachments to
         this Agreement, identifying the Items available for purchase by
         Authorized Maintenance Center.  Allison may change either Statement by
         furnishing Authorized Maintenance Center a superseding Statement.

4.2.1    AUTHORIZED MAINTENANCE CENTER'S ORDERS FOR PRODUCTS, MODULES AND PARTS
         Authorized Maintenance Center may cancel or modify purchase orders in
         accordance with terms and conditions set forth in the respective Terms
         of Sale Statement(s) attached to this Agreement, Article 8 of this
         Agreement, the Policy Manual or the Products, Modules and Parts Price
         List.  Purchase orders from Authorized Maintenance Center are not 
         binding until accepted and acknowledged by Allison.

         Acknowledgment of Authorized Maintenance Center's orders by Allison
         shall state the price of Items and the Ship Promise Date.

         Allison or its designated source(s) will endeavor to distribute Items
         in a fair and equitable manner.  If production capacity of Allison's
         manufacturing sources or its designated sources are insufficient at
         any time to meet the demand for Items, Allison shall exercise its
         business judgment in determining which orders to accept based upon the
         overall worldwide demand, Authorized Maintenance Center requirements,
         individual Customer requirements and other specific business
         situations.





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4.2.2    EXCUSABLE DELAY OR FAILURE TO FILL ORDERS OR ACCEPT SHIPMENT
         Neither Allison or its designated source(s) will be liable for delays
         or failure to ship Items ordered by Authorized Maintenance Center, and
         Authorized Maintenance Center will not be liable for delays or failure
         to accept delivery, where such delay or failure is caused, in whole or
         in part, by:

         (a)     Any strike or labor trouble in Authorized Maintenance Center's
                 Primary Premise or Branch Location(s) or in the facilities of
                 Allison, its affiliated companies or designated sources, or
                 any suppliers;

         (b)     Any shortage or curtailment of utilities, materials,
                 transportation or labor or any shortage or damage to
                 productive facilities;

         (c)     Any act of government, including the enactment of laws or
                 regulations or issuance of judicial or administrative
                 injunctions or orders;

         (d)     Discontinuance of manufacture or sale by Allison; and

         (e)     Any cause beyond the control or without the fault or
                 negligence of Allison or its designated source(s) or
                 Authorized Maintenance Center.

4.2.3    CHANGES IN OR DISCONTINUANCE OF PRODUCTS, MODULES AND PARTS
         With the exception of Items required to fill accepted orders, and/or
         to meet Allison's contractual obligations, Allison or its suppliers
         may discontinue any Item at any time without notice and without
         incurring any obligation to Authorized Maintenance Center and/or as
         noted in the Products Statement or Modules and Parts Statement.

         Allison or its suppliers may change the design or specifications of
         any Item at any time without notice and without incurring any
         obligation to Authorized Maintenance Center, including any obligation
         to make a similar change to any Item previously sold to Authorized
         Maintenance Center or ordered by Authorized Maintenance Center and not
         yet shipped except for "must conform" changes as directed by FAA
         Directives and/or "must conform" changes as directed by an Authorized
         Campaign.

4.3      COMPONENT REPAIR
         To ensure the Products remain successful and viable in the
         marketplace, Allison will participate in and support Component Repair
         activity for the Products during the term of this Agreement.  This
         participation will be designed to assist in reducing the Customer's
         Direct Maintenance/Operating Cost (DMC/DOC).





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         Allison and the Authorized Maintenance Center mutually agree to
         disallow those Grandfather Component Repairs which are found to be
         unsafe.  Grandfather Component Repairs, for non-Restricted Candidate
         Parts, which are based on proven technical data and have demonstrated
         reliable Product experience, will not be disallowed per the terms of
         this Agreement.

         All new and Grandfather Component Repairs, developed and applied to
         Restricted Candidate Parts, must be Authorized by Allison, per this
         Agreement.

         Allison's initial review process and plan for Grandfather Component
         Repairs will be in place within twelve (12) months following the
         effective date of this Agreement.

4.4      TECHNICAL AND ENGINEERING ASSISTANCE

         As required, Allison will furnish technical and engineering consulting
         services to Authorized Maintenance Center.  The cost(s) of such
         technical and engineering services, if provided by Allison, will be
         paid by Authorized Maintenance Center if technical and engineering
         services become excessive or are not included or referenced within
         this Agreement.  Specifically, up to two hundred (200) hours per year
         are available to the Authorized Maintenance Centers free of charge.
         Any associated costs, including but not limited to, travel, test,
         engineering, research and other ancillary expenses will be invoiced by
         Allison to the Authorized Maintenance Center.  Allison will submit an
         invoice in the amount of its cost(s) of technical and engineering
         services provided, as well as any equipment supplied, if technical,
         and engineering service or equipment is specifically requested by
         Authorized Maintenance Center.  Allison will provide an advance
         quotation detailing rates and any applicable additional cost upon
         receipt of a written request for technical, and engineering or
         equipment assistance from the Authorized Maintenance Center.





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4.5      ADVERTISING PROGRAMS AND MARKETING/PROMOTION MATERIALS
         Allison may conduct general advertising programs to promote the Items
         and Maintenance Service capabilities including Embodiment functions of
         the Authorized Maintenance Center network for the mutual benefit of
         the Authorized Maintenance Centers and Allison.  Advertising focus on
         specific features, benefits, Items or specific aspects of the
         Authorized Maintenance Center network is solely at Allison's
         discretion.  Unless general in nature, references to a specific
         Authorized Maintenance Center will be reviewed with the respective
         Authorized Maintenance Center prior to publication.

         Certain advertising aids, promotional aids, marketing aids and
         marketing/sales campaign materials may occasionally be offered to the
         Authorized Maintenance Centers by Allison.

4.6      EVALUATION OF AUTHORIZED MAINTENANCE CENTER BUSINESS OPERATION(S)
         Evaluation of Authorized Maintenance Center's performance with regard
         to its Business Operation(s) will be based upon standards established
         by Allison.  Such standards shall give consideration to business
         forecasts, inventory planning and provisioning, Event and Event Kit
         forecasting, economic conditions, OEM activity, OEM outlet activity,
         Customer activity, as well as Records of the marketing and sale of
         Maintenance Services and related support activities and associated
         Embodiment of relevant Modules and Parts.

         In evaluating Authorized Maintenance Center's performance, Allison
         will evaluate the overall business and economic conditions, the
         availability and delivery of Products, Modules and Parts, as well as
         the trend over a reasonable period of time of Authorized Maintenance
         Center's overall Business Operation(s) performance under the terms and
         conditions of this Agreement.





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         Every twelve (12) to twenty four (24) months Allison will evaluate 
         Authorized Maintenance Center's performance of its Maintenance 
         Services and Component Repair functions in such areas as adequacy of 
         facilities, tools, equipment, management, personnel, quality of 
         workmanship, reliability of Repairs, the manner in which Authorized 
         Maintenance Center performs its Maintenance Services, Module and Parts 
         forecasting, Module and Parts inventory, working capital, net worth, 
         technical expertise, Customer satisfaction, Warranty and Policy 
         administration, and technical/engineering expertise relative to 
         Component Repair.

         Performance and Assessment Evaluation Reports will be prepared by 
         Allison within thirty (30) calendar days of the audit and will be 
         furnished to and discussed with Authorized Maintenance Center.  The 
         Report will identify any action required to be taken by Authorized 
         Maintenance Center, if necessary, to achieve satisfactory, overall 
         performance within the appropriate time frame for compliance.

         Written comments provided by Authorized Maintenance Center to Allison
         concerning such Performance and Assessment Evaluation Report will 
         become a part of the Allison Report.  Action necessary to correct any 
         deficiencies will be implemented by the Authorized Maintenance Center 
         consistent with the collective action program(s) as identified by 
         Allison.

         Allison may perform an audit of the Authorized Maintenance Center with
         at least one (1) business day notice.





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ARTICLE 5. AUTHORIZED MAINTENANCE CENTER RESPONSIBILITIES

5.1       OVERVIEW
          The purpose of this Article is to define the overall responsibilities
          of Authorized Maintenance Center as intended by this Agreement.  This
          Article is further supplemented by the Policy Manual.

5.2       MAINTENANCE PHILOSOPHY
          Authorized Maintenance Center shall provide Maintenance Services
          consistent with the requirements of Customers operating in its Region
          of Responsibility and the terms and conditions of this Agreement.

5.3       SERVICE OF PRODUCTS, MODULES AND PARTS
          Authorized Maintenance Center shall establish and maintain the
          capability to Service Items in accordance with procedures and
          specifications established within the Illustrated Parts Catalog,
          Operations Manual, Operation and Maintenance Manual, Overhaul Manual,
          Policy Manual and any applicable letter or Bulletins.

5.4       REPAIR OF PRODUCTS AND MODULES
          Authorized Maintenance Center shall establish and maintain the
          capability and capacity to Repair Products and Modules within thirty
          (30) calendar days after delivery of first commercial OEM application
          utilizing the respective series of Product, Module or Part, or as
          agreed in writing by Allison.  Said capability and capacity shall be
          in accordance with procedures developed by Allison and/or approved by
          Allison and appearing in the applicable provisions of the Agreement,
          Overhaul Manual(s), Operations Manual(s), Engine Maintenance Manual,
          Component Maintenance Manual(s), Policy Manual, the appropriate CEBs
          and CRP.  As applicable, Allison will provide the Authorized
          Maintenance Center with Manual(s) and Bulletin(s) drafts prior to or
          at the time of publication.





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5.5      OVERHAUL OF PRODUCTS AND MODULES
         Authorized Maintenance Center shall establish and maintain the
         capability to Overhaul Items within thirty (30) calendar days after
         delivery of first commercial OEM application utilizing the respective
         Item, or as agreed in writing by Allison.  Said capability shall be in
         accordance with procedures and specifications set forth in Policy
         Manual, Overhaul Manual, Engine Maintenance Manual, Component
         Maintenance Manual(s), Critical Repair Manual, Operations Manual,
         appropriate revisions and any applicable Bulletins.  As applicable,
         Allison will provide the Authorized Maintenance Center with Manual(s)
         and Bulletin(s) drafts prior to or at the time of publication.

         The minimum Overhaul capability will be sufficient to meet or exceed
         the Customer's requirements within Authorized Maintenance Center's
         Region of Responsibility.  Certain Overhaul activities may be
         subcontracted to third parties consistent with the appropriate
         conditions as detailed within the Policy Manual, Overhaul Manual,
         Operations Manual, Engine Maintenance Manual, Critical Repair Manual
         and the CRP.

5.6      AUTHORIZED MAINTENANCE CENTER LOCATIONS
         Concurrent with the execution of this Agreement, Authorized
         Maintenance Center and Allison have executed a Primary Premise, Branch
         Location(s) and Marketing Office(s) Statement which identifies the
         Authorized Maintenance Center locations and premises, whether they are
         owned or leased, and the purposes for which each of such premises
         shall be used.  Authorized Maintenance Center agrees not to change the
         premises or the purposes for which each is used without the prior
         written approval of Allison, and the execution of a new and
         superseding Primary Premise, Branch Location(s) and Marketing
         Office(s) Statement.  Authorized Maintenance Center will not conduct
         any of its Business Operations, under this Agreement, at locations,
         other than those identified in the Primary Premise, Branch Location(s)
         and Marketing Office(s) Statement, without the prior written approval
         of Allison.

5.7      CUSTOMER SUPPORT RESPONSIBILITY
         In fulfilling its responsibilities as contemplated by this Agreement,
         Authorized Maintenance Center will be responsible for conforming to
         the policies and procedures established in the Policy Manual,
         Bulletins and to the requirements of any government agency having
         jurisdiction over Authorized Maintenance Center and its Business
         Operations.





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          In compliance with the purpose, objectives and terms and conditions of
          this Agreement, Authorized Maintenance Center shall be responsible for
          providing Maintenance Services to Customers operating in its Region of
          Responsibility utilizing only Authorized Items.

          Authorized Maintenance Center's responsibility for Maintenance
          Services on Items shall include, without limitation, performance of or
          providing Business Operations which are structured to accomplish the
          following:

             o   Service, Repair and Overhaul of Products, Modules and/or Parts
                 within the Primary Premise and/or Branch Location(s)
             o   Component Repair at the Primary Premise and/or Branch
                 Location(s)
             o   Inventory of Modules and Parts consistent with forecasted
                 Events/Event Kits
             o   Embodiment of Modules and Parts
             o   Repairs covered under Warranty
             o   Repairs covered under OCP/SPP
             o   Lease/Rental Assets
             o   Field Service Support

5.8       CUSTOMER SUPPORT STANDARDS
          Authorized Maintenance Center shall perform its Customer support
          responsibilities under this Agreement in a good and workmanlike manner
          and in accordance with: 1) applicable provisions of the Policy Manual
          2) applicable provisions of the Manuals, technical data and Bulletins,
          3) any applicable requirements of government authorities 4) any
          specific unique instructions for a particular Maintenance Services
          function that may be furnished to Authorized Maintenance Center by
          Allison, 5) the policies of the applicable industry standards, 6)
          representation of the Marks, and 7) consistent with the expressed
          terms and conditions of this Agreement.





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5.9      MODULES AND PARTS
         Authorized Maintenance Center is expected to maintain an adequate
         inventory of Authorized Modules and Parts for its use in Embodiment
         during Maintenance Services.  Use of Non-Authorized parts supplied
         directly or indirectly by the Customer to the Authorized Maintenance
         Center will not be cause for termination.  The Authorized Maintenance
         Center must advise the Customer that Allison does not warrant those
         Non-Authorized parts used during an overhaul or repair.  Inventory
         levels will be based upon expected usage volumes consistent with the
         Product population, Product operating profiles, expected Events and
         associated Event Kits for those Customers in its assigned Region of
         Responsibility, as well as those Customers for which the Authorized
         Maintenance Center provides Maintenance Services outside its Region of
         Responsibility.

         Inventory levels necessary to support Customer requirements are
         further detailed in the Agreement and the Policy Manual.  Should the
         Authorized Maintenance Center choose to pursue Over-the-Counter sales,
         the associated inventory levels to support Over-the Counter trade will
         be determined by the Authorized Maintenance Center.

5.10     COMPONENT REPAIRS
         The Authorized Maintenance Center must establish and maintain, as a
         minimum, the capability to accomplish Book Repairs.  Additionally, the
         Authorized Maintenance Center is expected to support Allison's
         initiatives and activities relating to Component Repair.

         The Authorized Maintenance Center is required to submit a list of all
         proposed Grandfather Component Repairs no later than six (6) months
         following the effective date of this Agreement.  The submittal list
         format and content will be adequate as to define the basic process
         scope and concept.

         All new or Grandfather Component Repairs for Restricted Candidate
         Parts, Embodied or represented to the Customer as Allison approved
         must be Authorized by Allison in accordance with the Agreement.

         No Component Repairs may be represented as Allison approved unless
         specifically Authorized by Allison.





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         The Authorized Maintenance Center may only Embody those Restricted
         Candidate Parts which were Repaired by an Allison Authorized process
         and source.

5.11     ADMINISTRATION

5.11.1.  SALES PROMOTION STANDARDS

         Authorized Maintenance Center will at all times maintain the highest
         ethical standards regarding the advertising and promotion of its
         Business Operations.  Authorized Maintenance Center will not publish,
         cause to be published, or approve any advertising related to its
         Business Operations, Primary Premise, Branch Location(s), Marketing
         Office(s), any Item associated Maintenance Services nor Component
         Repair which misleads, deceives or misinforms prospective Customers
         and the general public.

5.11.2   CHARGES FOR REWORK

         Authorized Maintenance Center will not charge Customers for rework
         Maintenance Services or Field Service to correct improperly performed
         Maintenance Services or Component Repair (defect in material or
         workmanship as supplied directly by or contracted by the Authorized
         Maintenance Center, e.g., not a new Part or new Module) previously
         performed by that Authorized Maintenance Center.  Should previously
         performed Maintenance Services require rework for defect in material
         or workmanship correction, Authorized Maintenance Center will make
         appropriate adjustments due the Customer or Allison (in the event it
         was a Warranty or OCP/SPP related Maintenance Service).

5.11.3   MARKETING AND SALES ORGANIZATIONS

         Authorized Maintenance Center shall establish and maintain marketing
         and sales organization(s) that include adequate, qualified staff of
         appropriate management and personnel to enable Authorized Maintenance
         Center to effectively fulfill its Business Operation(s) within its
         Region of Responsibility.





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5.11.4   MAINTENANCE SERVICES ORGANIZATION

         Authorized Maintenance Center shall organize and maintain a complete
         Maintenance Services organization, including adequate numbers of
         competent, Allison trained managers, technicians and personnel to
         fulfill the Service, Repair, Overhaul and Component Repair
         obligations, consistent with the Customer's maintenance philosophy,
         Item populations, Product usage within its Region of Responsibility
         and the Authorized Maintenance Center overall Business Operations
         strategy(ies).

5.11.5   INVOICING

         Authorized Maintenance Center will provide Customers with invoices
         covering the details of any and all Maintenance Services or Component
         Repair performed or supplied on Customer's Items.  Invoice detail
         required to be supplied to Allison must include at least the
         following:

             o   New Modules or Parts
             o   Repaired Modules or Parts
             o   Used Modules or Parts
             o   Labor
             o   Fuel and OH
             o   Outside Services
             o   Miscellaneous
             o   Warranty Adjustment (if Applicable)
             o   OCP/SPP Adjustment (if Applicable)

         To the extent possible, all serialized and traceable Items will be
         identified by serial number or the appropriate controlling number(s) on
         all invoices. Invoice details will be required to be submitted to
         Allison for all AFA claims and/or OCP/SPP work performed as detailed in
         the Policy Manual.  Should Allison develop a standardized invoice
         format, Authorized Maintenance Center will undertake to utilize the
         standardized invoice for Customer transactions. To the extent
         capability exists, invoices will be generated electronically within the
         EDI network.  Customer invoice detail supplied to Allison by Authorized
         Maintenance Center, in accordance with the terms of this Article, will
         not be revealed to any other Authorized Maintenance Center.  Collection
         of invoice detail by Allison is for support of the AFA process and to
         optimize the customer data base.  It is not Allison's intention to
         utilize invoice detail in an effort to compete with the Authorized
         Maintenance Center.





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5.11.6   CUSTOMER SUPPORT PERFORMANCE REQUIREMENTS
         In fulfilling its Customer Support responsibilities under this
         Agreement, Authorized Maintenance Center will be responsible for
         conforming to the policies and procedures established in the Policy
         Manual and to the requirements of any regulatory agency having
         jurisdiction over Authorized Maintenance Center.

         In furtherance of the purposes and objectives of this Agreement,
         Authorized Maintenance Center shall be responsible for providing
         prompt, efficient and courteous Customer support to Owners and
         Operators of Products.  Authorized Maintenance Center's Customer
         support responsibilities shall include performance of Services as
         described in the applicable Policy Manual.  Authorized Maintenance
         Center's responsibility for Product support on all Products shall
         include, without limitation, performance of the following obligations.

5.11.6.1 ADJUSTMENTS - WARRANTY, POLICY, CAMPAIGN AND SPECIAL PROGRAMS
         Authorized Maintenance Center will deliver or have delivered a copy or
         copies of the applicable Product Warranties and will fully explain or
         have explained the provisions thereof to each Customer to whom an Item
         is delivered in the Region of Responsibility.

         Authorized Maintenance Center will perform, in accordance with the
         applicable provisions of the Policy Manual, or Bulletins furnished by
         Allison to Authorized Maintenance Center, (a) Warranty Repairs on
         Products and Parts qualifying under the provisions of any Warranty
         furnished thereon by Allison and (b) Policy adjustments approved by
         Allison, and (c) Campaign inspections and corrections directed by
         Allison to which Authorized Maintenance Center has met the engine test
         criteria.

         For Authorized Maintenance Center's performance of (a), (b) and (c)
         above, Allison will either provide or pay Authorized Maintenance
         Center for Items and labor.  Such payment for Items and labor will be
         made in accordance with applicable provisions of the Policy Manual.
         Authorized Maintenance Center will not charge any Customer for
         Services performed by Authorized Maintenance Center for which
         Authorized Maintenance Center will be reimbursed by Allison.





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5.11.6.2 MAINTENANCE SERVICE
         Authorized Maintenance Center shall provide prompt, efficient and
         courteous Maintenance Services to Customers located in its Region of
         Responsibility.  Authorized Maintenance Center will provide their
         Customers with itemized invoices covering the details of the
         Maintenance Services performed.

5.11.6.3 OVERHAUL SERVICE
         Authorized Maintenance Center will establish and maintain a capability
         for Overhauling Products, Modules and Parts in accordance with the
         procedures and specifications set forth in the Allison Overhaul
         Manuals.

5.9.11.4 REWORK OF PARTS
         Authorized Maintenance Center shall establish and maintain a 
         capability to rework Parts using equipment and procedures recommended
         in the applicable provisions of the Overhaul Manual and Operations 
         (and Maintenance) Manual.

5.11.6.5 UNIT EXCHANGE PROGRAM
         Authorized Maintenance Center shall develop a Unit Exchange program 
         which will adequately support the requirements of Customers within 
         Authorized Maintenance Center's Region of Responsibility.  The 
         inventory levels will be mutually agreed upon between Allison and 
         Authorized Maintenance Center, consistent with Authorized Maintenance 
         Centers' Customers within the Region of Responsibility, Events, Event 
         Kits, Modules and Parts forecast, this Agreement, Authorized 
         Maintenance Center Repair TAT, actual Customer's Item usage patterns, 
         the Authorized Maintenance Centers' involvement in Component Repair 
         and the applicable provisions outlined in the Policy Manual.  Annual 
         updates will reflect adjustment of succeeding annual forecast levels 
         based on past Module and Parts' actual usage levels, economic 
         conditions and other significant business factors.

5.11.6.6 FIELD SERVICE
         Authorized Maintenance Center must provide Field Service for Allison 
         Products operating in its Region of Responsibility. This requirement 
         does not apply to the 501-K series Engines except for those instances 
         where a Field Service action is required to correct a defect in 
         material or workmanship associated to a previously performed 
         Maintenance Service by the Authorized Maintenance Center.





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          Additionally, the Authorized Maintenance Center must perform Field
          Service(s) for Customer(s) outside its Region of Responsibility on
          Items which Authorized Maintenance Center previously performed
          Maintenance Services.  Modules, Parts or GSE must be transported to
          the Customer's site as GSE, Modules and Parts and may not be
          permanently located anywhere outside the Authorized Maintenance
          Center's Region of Responsibility in support of Field Service for the
          Model 250 series engines.

5.11.7    CUSTOMER TECHNICAL ASSISTANCE
          Upon request by Allison, Authorized Maintenance Center will provide
          assistance for accident investigations, and other instances in which
          Authorized Maintenance Center may have had involvement.

          Authorized Maintenance Center is responsible for providing technical
          assistance to all Customers in its Region of Responsibility, as well
          as technical assistance for any Items on which the Authorized
          Maintenance Center previously performed Maintenance Services.

5.11.8    CUSTOMER COMPLAINTS
          Authorized Maintenance Center will receive, investigate and handle
          complaints from Customers with the overall objective to secure and
          maintain the goodwill of the Customer and of the general public
          toward Authorized Maintenance Center, Allison and the Products.
          Complaints which are not directly attributed to the work performed or
          to be performed by Authorized Maintenance Center or which cannot be
          readily remedied by Authorized Maintenance Center or frequent
          complaints concerning the same problem shall be promptly identified
          along with relevant factual information and reported to the Allison
          Authorized Maintenance Center Administrator.


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5.11.9      RECORDS

5.11.9.1    CUSTOMER RECORDS
            Authorized Maintenance Center shall establish and maintain a
            complete directory of all Customer's Maintenance Services,
            Component Repair history and delivery history Record(s) on each
            Item handled in any fashion by Authorized Maintenance Center.
            Customer Records will be a part of the EDI network when
            economically feasible.  Updates to Customer Records will be made
            electronically, if possible, and submitted regularly to Allison via
            Data Reports in accordance with the terms of Policy Manual.  The
            Data Report will be used for Event reporting.  Events include
            Over-the-Counter Part sales, Engine or Module buildup or teardown
            and Maintenance Service action pertaining to any Part.  A Data
            Report information and training program will be provided by
            Allison.  Record updates will be made not later than thirty (30)
            calendar days after the Item was first handled by Authorized
            Maintenance Center in an Allison approved format, and within five
            (5) working days after the Maintenance Service was completed if
            entered electronically.

5.11.9.2    QUARTERLY SUMMARY REPORTS
            Authorized Maintenance Center shall furnish Allison with quarterly
            summary reports of the Customer Records as detailed in this
            Agreement within thirty (30) calendar days after the end of each
            calendar quarter.  Summary reports should be submitted
            electronically if possible.  Authorized Maintenance Center will
            permit Allison to inspect any and all Allison-related Records at
            reasonable times and to make copies thereof at Allison's expense
            should the copy process become voluminous.  Allison reserves the
            right to cancel this requirement if records as reported by 5.11.9.1
            of this agreement are timely and accurate.

5.11.9.3    WARRANTY(IES) RECORDS
            Authorized Maintenance Center shall prepare, retain and keep
            up-to-date Records, both in an EDI format and in hard copy, of all
            applications for Warranty(ies), Policy, Campaigns, Maintenance
            Services, Component Repair and Embodiment of Modules and Parts and
            other work performed under Policy adjustments, payments or Credits
            made to Authorized Maintenance Center by Allison.


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            Hard copy and electronic Records of discounts, allowances,
            incentives, refunds or Credits under any Product program at the
            Authorized Maintenance Center will be retained for a period of six
            (6) years, or longer if required by a regulatory agency.

5.11.9.4    TRAINING
            Records of Products training by the Authorized Maintenance Center
            shall be in accordance with policies and instructions outlined in
            the Policy Manual.

5.11.9.5    EXAMINATION OF ACCOUNTS AND RECORDS
            Authorized representatives of Allison may audit, examine, reproduce
            and make copies of any account and/or Record required to be
            maintained by Authorized Maintenance Center under this Agreement.
            Audits and examinations, to the extent possible, will be conducted
            at the Authorized Maintenance Center's Primary Premise during
            regular business hours.  Authorized Maintenance Center will be
            furnished a list of any Records reproduced by the Allison
            representative(s).

5.11.9.6    CONFIDENTIALITY OF AUTHORIZED MAINTENANCE CENTER'S ACCOUNTS,
            RECORDS OR DATA
            Allison will not furnish or otherwise disclose any account, Record
            or data provided to Allison by Authorized Maintenance Center to any
            third party unless authorized in writing by Authorized Maintenance
            Center or required by law, or pertinent to judicial or government
            administrative proceedings and specifically directed by applicable
            judicial orders, other legal proceedings, or unless specifically
            addressed within this Agreement or the Policy Manual.

5.11.9.7    RECORD COPIES
            In the event of termination of this Agreement, Allison shall have
            the right to make and retain complete copies of Records.  Expenses
            incurred to copy material will be billed to Allison.  Allison may
            utilize the Records/data as deemed necessary to support the
            Products.  Record copies kept by Allison may be in electronic form,
            hard copy or both.


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5.12      WARRANTY(IES), POLICY, CAMPAIGNS, SPECIAL PROGRAMS AND OCP/SPP
          Authorized Maintenance Center will provide a copy(s) of the
          applicable Product, Module, or Part Warranty(ies), if applicable,
          and will fully explain the provisions to each Customer, who purchases
          an Over-the-Counter Part as well as for whom a new Serviceable or
          Repaired Module or Part is Embodied within a Maintenance Services or
          Component Repair.

          Authorized Maintenance Center will perform, in accordance with the
          applicable provisions of the Policy Manual and Bulletins provided by
          Allison to Authorized Maintenance Center, (a) Service, Repair and/or
          Component Repair on all Items qualifying under the provisions of any
          Warranty(ies) furnished thereon by Allison, (b) special Policy
          adjustments approved by Allison, (c) Campaign inspections and
          corrections identified, Authorized and directed by Allison, (d)
          special programs approved or Authorized by Allison and (e) any
          Service, Repair or Overhaul function conducted under an OCP/SPP
          related contract between Allison and the Authorized Maintenance
          Center.

          For Authorized Maintenance Center's performance of (a), (b), (c), (d)
          and (e) above, Allison will either provide replacement Modules or
          Parts or compensate Authorized Maintenance Center for use of their
          inventory or the handling of Allison consigned inventory per the
          terms and conditions of this Agreement and/or the Policy Manual.

          Authorized Maintenance Center will review with Allison the planned
          charges for a Customer for any Module, Part, labor, Maintenance
          Service or Component Repair performed by Authorized Maintenance
          Center for which Authorized Maintenance Center intends, plans for
          and/or is reimbursed by Allison.  If reimbursement occurs after a
          Customer has been charged, Authorized Maintenance Center will provide
          to the Customer a Credit for the total amount received.

5.13      MARKET AND SALES FORECAST/USAGE
          Allison and Authorized Maintenance Center will jointly identify
          overall Module and Parts forecast requirements during inventory
          planning and provisioning conferences between the individual
          Authorized Maintenance Center and Allison.  Regional Product
          populations, fleet size(s), hourly flying profiles, Customer Item
          provisioning data, Event and Event Kit data and other Customer
          information will be utilized to best identify the overall forecast
          requirements.

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          The world forecast will be adjusted to reflect the regional data and
          allocated based on projected and actual usage data to the Authorized
          Maintenance Center.  The Authorized Maintenance Center's requirements
          for new and Repaired Modules and Parts and any other worldwide
          opportunities being directly pursued will be evaluated.  The
          Authorized Maintenance Center's Unit Exchange and lease/rental
          programs will also be factored into the forecast.  Forecast reviews
          will be conducted as required, and whenever possible, teleconferences
          will be utilized to help reduce administrative cost.

          Authorized Maintenance Center will also furnish Allison with accurate
          information about Authorized Maintenance Center's Maintenance
          Services and Component Repairs and sales, through either Embodiment
          or Over-the-Counter sales of new and used Repaired Items when
          requested by Allison.

5.14      RELATIONSHIPS WITH ORIGINAL EQUIPMENT MANUFACTURERS
          Since harmonious relationships between Authorized Maintenance Center
          and Original Equipment Manufacturers' branch, distributor or dealer
          outlets (herein called OEM outlets) enhance Authorized Maintenance
          Center's Business Operations and associated opportunities, as well as
          the goodwill of the Customer toward Products incorporated in
          equipment produced, distributed or maintained by the OEM outlets,
          Authorized Maintenance Center shall (a) establish regular contact and
          provide satisfactory Maintenance Services and Component Repair in
          support of OEM outlets; (b) advise Allison Authorized Maintenance
          Center Administrator of contacts; (c) promptly identify and submit to
          Allison all facts pertaining to any differences that may arise
          between Authorized Maintenance Center and any OEM outlet involving an
          Item; and (d) promptly identify and submit to Allison all facts
          pertaining to OEM outlet use or representation of any Non-Authorized
          Item being used on an Authorized Item.

          Authorized Maintenance Center is responsible for negotiating direct
          with an OEM for any work outside of Warranty(ies) or OCP/SPP.


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5.15      DISPOSITION OF PRODUCTS, MODULES AND PARTS CORES
          Authorized Maintenance Center will comply with Allison's disposition
          instructions on Items acquired by Authorized Maintenance Center as a
          result of performing Warranty(ies), Maintenance Services, OCP/SPP
          Maintenance Services, Allison directed Component Repair, special
          Policy adjustments, and Campaign inspections/corrections/replacement
          and/or Exchange Credits.  Refer to the Policy Manual for Core
          shipment instructions.

          In the absence of instructions, the Authorized Maintenance Center
          will hold all Allison Cores for a period of two (2) years in secured
          storage, up to a maximum of 2000 cubic feet, free of charge to
          Allison, itemized by Module or Part number, the serial number if
          applicable, and any other established traceability standard.  At the
          end of the two (2) year secured storage period, Authorized
          Maintenance Center may dispose of Cores only after written
          notification to Allison identifying the applicable Cores by quantity,
          Module or Part number, serial number or any other established
          traceability standard.  Such notice must be provided sixty (60)
          calendar days prior to Cores disposal.  Upon receipt of notice to
          dispose, Allison may provide Authorized Maintenance Center
          information about appropriate disposal.  Core disposal is more fully
          detailed in the Policy Manual.  Authorized Maintenance Center accepts
          all shrinkage, loss and/or damage to said cores while cores are in
          its possession.

5.16      TRAINING
          Training for Authorized Maintenance Center personnel shall be
          provided at the Allison Training School in Indianapolis or at an
          Allison Authorized Training School located other than in
          Indianapolis.  Authorized Maintenance Center shall be responsible for
          all related tuition, travel costs and subsistence expenses for the
          students attending class in Indianapolis.

          Authorized Maintenance Center shall establish and maintain internal
          training programs for its personnel.  Authorized Maintenance Center
          internal training program(s) shall be subject to periodic evaluation,
          review, and approval by Allison.  Course material, as available from
          Allison, may be provided for a charge to Authorized Maintenance
          Center for internal course preparation and course delivery.  Course
          material may not be reproduced or copied for any reason except as
          specifically permitted by the relevant Allison document(s) or as
          Authorized by Allison.


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          Authorized Maintenance Centers may perform training specific to a
          particular Customer's Item while Item is at the Primary Premise
          and/or Branch Location(s) undergoing Maintenance Services.  Training
          programs will be consistent with Allison requirements, and the
          Authorized Maintenance Center generally may not charge fees for such
          Customer training unless agreed to previously in writing by Allison.
          Criteria to be taken into account by Allison includes Customer
          location, Product diversification and other unique Customer
          situations.

5.17      FINANCIAL INFORMATION
          Authorized Maintenance Center shall provide to the Authorized
          Maintenance Center Administrator, in accordance with instructions in
          the Policy Manual, complete and accurate Allison related financial
          and operating statements with supporting data pertaining to
          Authorized Maintenance Center's Business Operation(s) segmented by
          Primary Premise and Branch Location(s) in a form acceptable to
          Allison.  Financial and operating documents, which will be kept
          confidential by Allison, shall represent in sufficient detail the
          business volumes, revenues, and operating profiles associated with
          the Embodiment of Modules and Parts, Maintenance Services, Component
          Repair and any other related activity provided, on or for an Item by
          Authorized Maintenance Center for those Products covered under
          Warranty and/or OCP/SPP contracts or a specific Customer account
          under review.

          Authorized Maintenance Center shall provide to the Authorized
          Maintenance Center Administrator audited annual balance sheet and
          income statements in accordance with Generally Accepted Accounting
          Principles as soon as possible after the end of Authorized
          Maintenance Center's annual accounting period, but no later than
          sixty (60) days after close of the annual accounting period.

5.18      TRACEABILITY

5.18.1    OVERVIEW
          Authorized Maintenance Center will maintain an inventory management
          and traceability system (herein referred to as the "System")
          acceptable to Allison and in accordance with ANSI X.12 and EDIFACT.


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          Location and quantity of all Products, Modules, or Parts sold to
          Authorized Maintenance Center must be appropriately identified and
          maintained within the System.  Also, each serialized Item will
          require tracing.  The traceability portion of the System will be in a
          digital format, and compatible with the Data Report(s) and the EDI
          network.

          The inventory management system utilized by the Authorized
          Maintenance Center shall also be a computer based system capable of
          handling the bar coding format developed by Allison or as mutually
          agreed upon.

5.18.2    INFORMATION TO BE TRACED
          Traceability will include, but is not limited to:

                 o        Module or Part number

                 o        serial number

                 o        functional Part code (list developed by Allison) 

                 o        source

                 o        Customer

                 o        incident date

                 o        date received

                 o        date of Maintenance Service(s) 

                 o        aircraft serial number

                 o        Engine serial number

                 o        Engine flight hours and cycles 

                 o        Module flight hours and cycles 

                 o        condition

                 o        action/disposition

                 o        time between Overhaul (TBO) 

                 o        time since new (TSN)

                 o        export documentation and control 

                 o        import documentation and control

          All serialized Modules, accessories, assemblies and/or Parts require
          full traceability.  Repaired Part traceability requirements may
          require EDI transfer and bar coding capability by the Authorized
          Maintenance Center.


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5.18.3    REPORTING
          Computer generated Data Reports will be transmitted electronically in
          digital format, when available.  Authorized Maintenance Center will
          be required to make and update all logbook entries related to
          Maintenance Service(s).  Authorized Maintenance Center will send
          Module and Parts monthly usage reports to Allison's Authorized
          Account Administrator via hard-copy or electronically via the EDI
          system when available.

5.18.4    INFORMATION TIMING
          Initial Module and Part usage data shall be entered into the
          inventory management system no later than five (5) days after receipt
          of an Item.  Data Report(s) must be transmitted within seven (7) days
          after initial teardown and no later than five (5) working days after
          the Maintenance Services was performed on the Item.  A Data Report(s)
          must be transmitted after the sale of the Item.

5.18.5    NEW MODULES AND PARTS
          Authorized Maintenance Center will utilize bar coding in accordance
          with Allison, ANSI X. 12 and/or EDIFACT Standards and subsequent
          revisions thereof as provided by Allison.  Items will be identified
          by Allison and entered into the EDI network utilizing the bar code
          format to the extent the capability exists.  Any new Module or Part
          de coupled from its original truing system (bar code) will be
          reidentified and appropriate tracing documentation reestablished.

5.19      MARKETING AND SALES
          Authorized Maintenance Center may market Maintenance Services through
          the Primary Premise, Branch Location(s) and/or the Marketing
          Office(s).  In furtherance of the purposes and objectives of this
          Agreement, Authorized Maintenance Center shall, (1) actively and
          effectively fulfill the needs of Customers through the marketing of
          Maintenance Services and Component Repairs for Items; and (2)
          actively and effectively promote the use and acquisition of Items (a)
          through Authorized Maintenance Center's own market promotion and
          advertising activities directed toward Maintenance Services and
          Component Repair, (b) by establishing regular contact with both
          existing and prospective Customers, and (c) by providing guidance to
          such Customers on maintaining adequate inventory levels of Items
          consistent with the Customers' Maintenance Services philosophy and
          Component Repair programs, Authorized Maintenance Center's
          capabilities and the overall recommendations of


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          Allison as detailed in appropriate Manuals, Bulletins and Modules and
          Parts inventory planning and provisioning conferences.

5.20      ESTABLISHMENT OF ADDITIONAL AUTHORIZED MAINTENANCE CENTER BRANCH
          LOCATION(S) AS DIRECTED BY ALLISON In order to meet changes in the
          Maintenance Services and Component Repair needs of Customers in the
          Authorized Maintenance Center's Region of Responsibility, Allison may
          request Authorized Maintenance Center establish an additional Branch
          Location(s) or modify a Branch Location's Business Operation in
          conjunction with the Primary Premise for the conduct of certain
          Business Operations.

          If such a request is made by Allison, the Authorized Maintenance
          Center and Allison will consult one another and conduct a joint
          review of all factors concerning the potential Branch Location(s)
          establishment or change.  If, after such a review, it is mutually
          determined that there is a need for a change or addition to the
          Branch Location(s), the parties will agree in writing within six (6)
          months which Business Operation(s) adjustments are required, where
          the change or addition to the Branch Location(s) shall be, and the
          time period in which the change, addition or adjustment shall be
          implemented.  If mutual agreement cannot be reached, Allison reserves
          the right to Authorize another Authorized Maintenance Center to
          address and accomplish the establishment or change.

          All additional Branch Location(s) and/or modifications to a Branch
          Locations' Business Operation shall be Authorized by Allison and
          shall be reflected in a new and superseding Primary Premise, Branch
          Location(s) and Marketing Office(s) Statement attached to this
          Agreement.

5.21      BUSINESS OPERATIONS HOURS OF AVAILABILITY
          Authorized Maintenance Center shall maintain Business Operation(s)
          consistent with the needs of Customers during all days and hours
          which are customary in the trade and are lawful and necessary to
          properly serve the Customers.  Authorized Maintenance Center shall
          provide, as a minimum, Item Maintenance Services within their Region
          of Responsibility at a Primary Premise and/or Branch Locations
          against a schedule that meets and/or exceeds the Customers'
          requirements.  Authorized Maintenance Center shall provide emergency
          service on a daily, twenty four hour basis.


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5.22      IDENTIFICATION OF AUTHORIZED MAINTENANCE CENTER
          Authorized Maintenance Center will, at its expense, install and
          maintain in appropriate places at its approved Primary Premise,
          Branch Location(s) and Marketing Office(s) signs to identify the
          facility(s) and their Business Operation(s).  Any representation made
          as to Allison, Marks or the Product must first be approved by Allison
          and be consistent with the Agreement.

5.23      MODULES AND PARTS USE AND REPRESENTATION
          Authorized Maintenance Center will use, market, Embody, lease, rent
          or Exchange Items only if they conform to type design established by
          the applicable Product(s) Type Certificate in accordance with
          applicable Federal Aviation Regulations, such as Part 21, or any
          other agency or governmental regulations, and that are a part of the
          Maintenance Services and Component Repairs performed by Authorized
          Maintenance Center.  Further, Authorized Maintenance Center will use,
          market, represent, embody, lease, rent or exchange only Allison
          manufactured and/or Authorized Products, Modules or Parts, as
          supplied directly by Allison or its designee during a Maintenance
          Service or Component Repair function.  Authorized Maintenance Center
          will notify Allison immediately, in writing or through the EDI
          network, of situations where Authorized Maintenance Center comes in
          contact with or is offered Non-Authorized Module(s) or Part(s).  Such
          notification will include the type of Module(s) or Part(s), their
          Module or Part number(s) serial number(s), vendor, Customer if any,
          and any and all other relevant information.  Allison will hold
          harmless the Authorized Maintenance Center for information provided
          on Unauthorized Parts.  Allison is interested in said information as
          it relates to flight safety.  Under no circumstance or situation will
          Authorized Maintenance Center utilize a Non-Authorized Item in a
          Maintenance Service or Component Repair unless Authorized Maintenance
          Center provides records to identify Non-Authorized Item(s) used to
          monitor Warranty and Reliability issues.  Use of Non-Authorized
          Item(s) during a Maintenance Services function can only occur if
          Non-Authorized Item(s) have been supplied directly or indirectly by
          the Customer.


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5.24      LEASE AND/OR RENTAL ASSETS
          Authorized Maintenance Center may not market or sell Products, except
          to the extent Authorized Maintenance Centers' own lease or rental
          Products are sold within the guidelines and the terms and conditions
          of this Agreement and/or the Policy Manual for the disposal of
          lease/rental assets or as directed by Allison, within seven (7)
          calendar days of request, on a case-by-case basis.  Should a Product
          be leased or rented as individual Modules, or Line Replacement Units,
          the sale of those leased/rented Modules or LRUs would follow the same
          guidelines as leased or rented Products.


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ARTICLE 6. GENERAL PROVISIONS

6.1       RESPONSIBILITY FOR AUTHORIZED MAINTENANCE CENTER'S COMMITMENTS
          Unless otherwise provided in this Agreement, Authorized Maintenance
          Center shall be solely responsible for any and all expenditures,
          obligations or responsibilities made, incurred or assumed by
          Authorized Maintenance Center in preparation for performance or in
          the performance of Authorized Maintenance Center's obligations under
          this Agreement.

6.2       MANUALS, BULLETINS AND TECHNICAL DATA
          Authorized Maintenance Center will be furnished applicable Operations
          (and Maintenance) Manuals, Overhaul Manuals and Illustrated Parts
          Catalogs free of charge during the first three (3) years of this
          Agreement.  Thereafter, Authorized Maintenance Center will procure
          these Manuals from Allison.  During the term of this Agreement,
          Allison will provide to Authorized Maintenance Center the Policy
          Manual, copies of Products, Modules and Parts Price List, Terms of
          Sale Statement(s), customer support Bulletins, general technical data
          and other Manuals (as referenced in the Manual List) as Allison shall
          deem necessary and as may be required by Authorized Maintenance
          Center in support of their Business Operation(s).  Such material may
          be Allison proprietary and may bear appropriate copyright and Marks
          restrictions.  No distribution of this material is to be made outside
          Authorized Maintenance Center Business Operation(s) except as
          provided in each document, the Policy Manual or as specifically
          Authorized by Allison.  This material will be distributed to
          Authorized Maintenance Center pursuant to the Policy Manual.

6.3       ENGINEERING AND GROUND SUPPORT EQUIPMENT DRAWINGS
          Allison engineering drawings and microfilm copies relating to Items
          will be furnished by Allison to Authorized Maintenance Center for use
          in the Maintenance Services and Component Repairs on Items upon
          execution of this Agreement.  Such materials are Allison proprietary
          and shall not be distributed or disclosed by Authorized Maintenance
          Center to any third party(s) unless specifically Authorized in
          writing.


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          Any Ground Support Equipment drawing(s) relating to Maintenance
          Services or Component Repair of a Candidate Part furnished by Allison
          to Authorized Maintenance Center are furnished so that Authorized
          Maintenance Center may manufacture or have manufactured such test
          equipment and tools solely for use in its Maintenance Services or
          Component Repairs.  Such Ground Support Equipment drawing(s) are
          Allison proprietary and shall not be distributed nor disclosed by
          Authorized Maintenance Center to any third party(s) except to solicit
          bids, and then must bear the appropriate copyright or proprietary
          wording, including Marks, as established by Allison, as provided in
          the Policy Manual or as noted on the individual engineering or Ground
          Support Equipment drawings.  Authorized Maintenance Center is
          responsible for retrieval of such drawings and information after the
          third party's need for material is fulfilled.

          Authorized Maintenance Center agrees to abide by the terms and
          conditions relating to use and sale of Ground Support Equipment set
          forth in the Policy Manual and the terms and conditions of this
          Agreement.  Authorized Maintenance Center expressly assumes all
          responsibility and liability of any kind whatsoever including, but
          not limited to, liability for patent infringement arising from the
          use by Authorized Maintenance Center of any test equipment and tools
          so made.

          All engineering and Ground Support Equipment drawings will be
          distributed to Authorized Maintenance Center pursuant to the Policy
          Manual.

6.4       APPLICABLE LAW, JURISDICTION AND CONSTRUCTION
          This Agreement shall be governed by and construed according to the
          laws of the State of Indiana, United States of America.

          Authorized Maintenance Center irrevocably agrees that any legal
          action or proceeding against Authorized Maintenance Center with
          respect to this Agreement may be brought in the courts of the country
          where Authorized Maintenance Center's Primary Premise is located or
          in the state and federal courts of the state of Indiana, as Allison
          may elect.  Authorized Maintenance Center also irrevocably agrees
          that any legal action or proceeding against Allison with respect to
          this Agreement shall be brought in the state and federal courts of
          the state of Indiana.  Authorized Maintenance Center irrevocably
          submits to the jurisdiction of the state and federal courts of the
          state of Indiana and consents to the service of process in accordance
          with applicable trial and court rules.

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          Any invalidity of a provision of this Agreement shall not affect the
          validity of any other provision of this Agreement and in the event of
          a judicial finding of such invalidity, this Agreement shall remain in
          force and in effect as to all other provisions and respects.

          The parties expressly agree that the United Nations Convention on
          Contracts for the International Sale of Goods does not apply to this
          Agreement.

          The official text of this Agreement is in the English language.  If
          this Agreement is translated into another language for the
          convenience of an Authorized Maintenance Center or any third party,
          the English text shall govern any question with respect to
          interpretation and intent.

          Article headings and titles herein are for the convenience of the
          parties only and shall not be construed as affecting the substantive
          provisions of this Agreement.

6.5       AUTHORIZED MAINTENANCE CENTER IS NOT AGENT OR LEGAL REPRESENTATIVE
          This Agreement does not constitute Authorized Maintenance Center as
          an agent or legal representative of Allison, its subsidiaries, any of
          its suppliers, or designee for any purpose whatsoever.

6.6       COMPLIANCE WITH GOVERNMENT REGULATIONS
          Authorized Maintenance Center and Allison will exchange information
          and provide assistance as may reasonably be requested by the other to
          facilitate compliance with all applicable government laws,
          regulations and orders relating to the Items and the performance of
          their respective obligations under or pursuant to the terms and
          conditions of this Agreement.

          Allison and Authorized Maintenance Center shall be responsible for
          determining the existence and nature of all government laws,
          regulations and orders applicable to such party and for complying
          therewith.  Allison will provide, in electronic format whenever
          possible, necessary technical data to the Authorized Maintenance
          Center so to assist in its compliance with applicable laws.


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          Allison and Authorized Maintenance Center recognize and acknowledge
          that the export of Items, engineering, technical data or Manuals from
          the United States are subject to export control laws, regulations,
          orders and requests of the Government of the United States of
          America.  Each party agrees to comply with and to cooperate with the
          other in compliance with all such requirements.  Allison will provide
          Authorized Maintenance Center with applicable information on United
          States of America regulations regarding export control of the
          Item(s), Manuals, Bulletins and technical data.

          Allison may incorporate any design features or include any equipment
          or accessories as required by law on any Item ordered by Authorized
          Maintenance Center.  Should such design features or equipment result
          in additional cost, Allison will identify cost and the relevant
          orders affected by additional cost.

6.7       NOTICES
          Any notice required to be given by either party to the other per any
          term or condition of this Agreement shall be in writing and delivered
          either personally, by facsimile or by certified mail, return receipt.
          Notices to Authorized Maintenance Center shall be directed to
          Authorized Maintenance Center at Authorized Maintenance Center's
          Primary Premise Attn:________________.   Notices to Allison shall be
          directed to the Director of Contracts, Mail Code, U26A, Allison
          Engine Company, Inc., P.O. Box 420, Indianapolis, Indiana 46206-0420.

          Both parties will copy the Authorized Maintenance Center
          Administrator on all notices pertaining to this Agreement.

6.8       NO IMPLIED WAIVERS
          The failure of either party at any time to require performance by the
          other party of any provision hereof shall in no way affect the full
          right to require full compliance and performance at any time
          thereafter.  The waiver by either party of a breach of any provision
          of this Agreement shall not constitute a waiver of any succeeding
          breach of the same or any other Agreement provision nor constitute a
          waiver of the Agreement provision itself.


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6.9       CONFIDENTIALITY OF AGREEMENT
          Allison and the Authorized Maintenance Center agree not to disclose
          the terms and conditions of this Agreement, in its entirety or any
          section, attachment or addendum thereof to any third party, except as
          required by law, without the expressed written authorization of each
          other.

6.10      INDEMNITY AND INSURANCE

6.10.1    INDEMNIFICATION BY ALLISON
          Allison agrees to indemnify, defend and hold harmless Authorized
          Maintenance Center and its directors, officers and employees against
          any and all liability, loss, damage, cost, claims, judgments and
          expense (including attorney's fees) for property damage, personal
          injury or death caused by or arising from any act or omission
          committed by employees of Allison while on the premises of Authorized
          Maintenance Center in the performance of Allison's obligations under
          this Agreement; provided, however, written notice of such damage,
          injury of death is given to Allison in a timely manner.  Allison's
          liability shall be limited to any loss or damage in excess of any
          amount recovered under any insurance policy.

6.10.2    INDEMNIFICATION BY AUTHORIZED MAINTENANCE CENTER
          Authorized Maintenance Center agrees to indemnify, defend and hold
          harmless Allison and its directors, officers and employees against
          any and all liability, loss, damage, cost, claims, judgments and
          expense (including attorney's fees) for property damage, personal
          injury or death caused by or arising from any act or omission
          committed by employees of Authorized Maintenance Center while on the
          premises of Allison in the performance of Authorized Maintenance
          Center's obligations under this Agreement; provided, however, written
          notice of such damage, injury or death is given to Authorized
          Maintenance Center in a timely manner.  Authorized Maintenance
          Center's liability shall be limited to any loss or damage in excess
          of any amount recovered under any insurance policy.

6.10.3    PRODUCT LIABILITY
          With respect to any third party claim, action or proceeding based on
          alleged defects of any Allison Product sold by Allison to Authorized
          Maintenance Center under the terms of this Agreement which are
          alleged to have resulted in death, personal injury or property
          damage, the parties to this Agreement agree that:

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          a.     The parties shall communicate and cooperate with each other
                 and, if necessary, any appropriate insurance carrier to the
                 fullest extent reasonably possible in defense of the claim,
                 action or proceeding, including making available documents or
                 information or the services of knowledgeable personnel
                 necessary to the defense of the claim, action or proceeding;
                 and

          b.     Each party during the pendency of any such claim, action or
                 proceeding involving a person, entity or governmental body not
                 a party to this Agreement shall refrain from taking any
                 position adverse to or institute any cross-complaint, third
                 party complaint, inter pleader or otherwise against the other
                 party to this Agreement.  This provision shall not bar either
                 party from pursuing any available legal or equitable remedies
                 against the other party after the final resolution of any such
                 claim, action or proceeding.

          Subject to their agreement in paragraph (b), each party reserves the
          right to control its own defense of any claim, action or proceeding
          referred to in this Article.

          In the event that a Product liability action is brought against
          Allison or Authorized Maintenance Center relating to any Allison
          Product, Module or Part, Authorized Maintenance Center or Allison, as
          the case may be, shall promptly provide the other party with a copy
          of the summon and complaint in such lawsuit.

6.10.4    INSURANCE COVERAGE
          Authorized Maintenance Center, at its sole expense, shall procure and
          maintain in full force and effect during the term of this Agreement
          policies of insurance of the type and in the minimum amounts stated
          below and with an insurance company or companies and under terms
          satisfactory to Allison.  Policies of insurance (except Employer's
          Liability and Workman's Compensation, or substantially similar
          coverage) shall name both Allison and Authorized Maintenance Center
          as insured thereunder as their respective interests may appear.
          Authorized Maintenance Center further agrees to furnish to Allison
          prior to execution of this Agreement certificates of insurance issued
          by insurance underwriter's and/or insurance broker's certifying that
          such policies of insurance are in full force and effect and that
          Allison shall be given sixty (60) days prior written notice by the
          insurers in the event that either the insurers or Authorized
          Maintenance Center desire to cancel or change such policies of
          insurance.


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Each certificate shall acknowledge and accept the contractual liability arising
out of this Agreement.

The types of minimum coverage of such policies of insurance shall be as
follows:

          Coverage Limits of Liability (U.S. $)

1)        Aircraft, Passenger and Public           $100,000,000
          Liability, Property Damage

2)        All Risk Ground and Flight Insurance     $100,000,000

3)        Employer's Liability                     $1,000,000
                                                   (Statutory Coverage)

4)        Workman's Compensation                   Full Statutory Limits in 
                                                   Authorized Maintenance 
                                                   Center's Jurisdiction
                                                   
5)        General Liability                        Evidence of $1,000,000

Authorized Maintenance Center will provide Allison with copies of all insurance
policies as outlined within this Article no later than sixty (60) calendar days
after the effective date of the Agreement.


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ARTICLE 7: WARRANTY(IES) ON PRODUCTS, MODULES AND PARTS

7.1       OVERVIEW
          Allison Warranty(ies) on Products, Modules and Parts are set forth in
          the written Warranty(ies) provided therewith and as included in the
          Products, Modules and Parts Warranty(ies) sections of the Policy
          Manual.  Such Warranties are in lieu of and exclude all other
          Warranties, including the implied warranty of merchantability and
          fitness for a particular purpose, arising by operation of law or
          otherwise.  Allison shall not be liable for incidental or
          consequential damages.

7.2       OCP/SPP DESCRIPTION
          The Operating Cost Program (OCP) or Service Protection Plan (SPP) is
          offered on select Allison Engine models to provide Customers with a
          fixed maintenance cost per engine flight hour.  OCP/SPP allows more
          accurate maintenance cost predictions and avoids the unplanned costs
          associated with inherent unscheduled events.

          The OCP/SPP is contracted by Allison with the Customer and may not be
          offered by the Authorized Maintenance Center directly.  Certain
          OCP/SPP Maintenance Services of the Items may be contracted by Allison
          to the Authorized Maintenance Center(s). Authorized Maintenance
          Centers will be selected on the basis of cost, TAT, Component Repair
          capability, Field Service, capacity, and other criteria.

          Authorized Maintenance Centers may offer a more extensive maintenance
          cost program, covering additional maintenance and service aspects
          beyond the Product within their assigned Region of Responsibility.
          Such offerings must utilize the Allison OCP/SPP structure and
          relevant pricing for the Engine.  The offerings could feature Field
          Service and the supply of select Modules and Parts.  All such
          offerings will be mutually agreed upon by the Authorized Maintenance
          Center and Allison prior to any associated marketing and/or release
          of said maintenance program.  Allison, at its sole discretion, may
          assist in promoting a particular Authorized Maintenance Center's
          maintenance cost program.  Assistance would be identified in advance
          and agreed to by both Allison and the Authorized Maintenance Center.

7.3       OCP/SPP COVERAGE SUMMARY
          OCP/SPP Coverage Summary is contained in the Policy Manual.


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ARTICLE 8. INVENTORY OF PRODUCTS, MODULES AND PARTS

8.1       INVENTORY LEVELS
          Module and Part Inventory must be maintained in an amount necessary
          to support the Authorized Maintenance Centers' and the Customer(s)
          Maintenance Services' requirements.  Inventory levels will be
          determined during the inventory planning and provisioning process as
          outlined in this Agreement and the Policy Manual.

          Inventory must be properly packaged, preserved, and marked.
          Appropriate identification and source control must be maintained.  To
          the extent the Modules and/or Parts feature bar coding, such coding
          should remain with the Module and/or Parts.

          Authorized Maintenance Centers are responsible for understanding the
          market population and Customer requirements operating within their
          respective Region of Responsibility, including expected Events and
          Event Kits by Product.

8.2       INVENTORY PLANNING AND PROVISIONING
          It is Allison's intent to continue to reduce overall Item lead-times.
          A just-in-time inventory management system is the desired objective.
          Toward such an effort, Allison and the Authorized Maintenance Center
          will share relevant technical and commercial data to facilitate
          enhancement of inventory forecasting and reduce buffer and safety
          stock within the overall worldwide demand for Items.  It is generally
          agreed that the holding of inventory in excess of demand is costly,
          and to the extent possible, the aggregate inventory of both the
          Authorized Maintenance Centers and Allison needs to be managed as a
          whole.

          Accordingly, Allison will forecast based on the aggregate market
          demand historical demand, projected usage (reliability) and the
          forecasts of the individual Authorized Maintenance Centers.
          Specifically, the Authorized Maintenance Centers will provide the
          following forecast information to Allison:


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          o      Projection of the annual Product(s) Maintenance Services
                 demand, by Product and Module or Event classification.  The
                 projection is to be submitted to Allison during the third
                 quarter of the year preceding the projected year and will
                 serve as the basis for the annual inventory and provisioning
                 session.

          o      Based on the Module or Event classification, the Authorized
                 Maintenance Center is to identify the quantity of Event Kits
                 required.

          o      Identify all existing or contemplated long-term contracts by
                 Customer name, including expected Events and associated Module
                 and Part Event Kits.  Long-term contracts and associated
                 forecasts will be managed separately.  Long-term contracts
                 include OCP/SPP Agreements and other associated support
                 agreements with the Authorized Maintenance Centers.

          o      Identify a second year forecast of Events by Customer name,
                 along with associated Modules and Parts.

          o      Identify annual demand for Modules and Parts in support of
                 Over-the Counter demand.  A second year forecast is also
                 expected.  This forecast will be managed separately from the
                 Events and Event Kits.

8.3       INVENTORY SCHEDULING
          Based upon the information provided to Allison under Article 8.2
          above, aggregate worldwide demand for a two year period will be
          determined.  Individual account representatives will coordinate to
          identify and eliminate redundancies in Event and/or Customer
          identification.  The adjusted demand will be compared to the
          historical demand and projected worldwide forecast based on
          individual Product reliability estimates, Parts usage profiles and
          Customer operating conditions.


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          The Authorized Maintenance Center's individual forecast will be
          reviewed in light of known discrepancies and agreed upon demands for
          both Modules and Parts will be established.  The Modules and Parts
          will be scheduled for the first years' forecast based upon expected
          Events and associated Event Kits.  The first six (6) months of the
          first years' schedule will be committed to a firm schedule by the
          Authorized Maintenance Center, consistent with catalog leads.  The
          second six (6) months will be tentatively scheduled and will be made
          firm as they enter the six (6) month window.  The entire forecast
          will be a 24 month rolling average forecast.

          Any identified long term contract Customer will be scheduled
          separately and monitored, as well as Over-the Counter sales.

          Allison promotes the movement of inventory commitments from one
          Authorized Maintenance Center to another should Event timing and/or
          Customer deviations from the identified forecast occur.  Should the
          Authorized Maintenance Center not support this inventory policy, any
          surplus inventory would be to the Authorized Maintenance Center's
          account and would not contribute to adjustment of future expected
          Event and Event Kits nor Modules and Parts usage.

8.4       BUFFER AND SAFETY STOCK
          Once aggregate demand has been identified and pro-rata allocations
          made based upon the Authorized Maintenance Center's Customer and
          Event profiles, the level of safety stock and required buffer stock
          will be determined.  Allison will forecast buffer stock consistent
          with: 1) Authorized Maintenance Center Event forecast, 2) historical
          data, and 3) Product/Customer expected reliability patterns.  Buffer
          stock will be targeted to support a 100% fill rate for current
          production Items at catalog lead, and a 92% fill rate for slow moving
          'out of production' Items.  The stock will then be assembled and
          distributed to select locations for maximum support and minimized
          lead time.  Based on the pro-rata allocations of Events/Event Kits,
          the carrying cost of inventory will be co-shared by all the
          Authorized Maintenance Centers and Allison.  Actual principle buy
          down will occur once the Module or Part has been ordered at the
          established catalog price.  Reorder points will be set by Allison to
          ensure consistent stock levels are maintained.


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8.5       LEAD TIMES
          Modules and Parts are available to the Authorized Maintenance Center
          at Allison's published lead times.  These lead times will be the
          basis for replenishment spares procurement and inventory planning
          purposes.  Lead times are to be taken into consideration when
          planning for procurement.

8.6       CONSUMPTION USAGE DATA
          Authorized Maintenance Center must maintain, control, monitor, and
          report Module(s) and Part(s) consumption usage data.  This will
          enable Allison to track and assist in inventory planning.
          Information on consumption will be reported on a regular basis.
          Abnormal/high usage Modules and/or Parts must be reported as
          determination is made.  Consumption usage data is especially
          important in relation to Modules and critical Parts as defined in the
          Policy Manual.  Actual Event data will be collected via the EDI
          network through submission of Data Reports and other
          Allison-generated report formats and templates.  Consumption usage
          data supplied will be the basis for establishing the Embodiment
          Credit.  No Embodiment Credit will be paid without reported usage
          data.  If, as determined through audit Allison determines previously
          reported usage data is in error, Allison reserves the right to debit
          the Authorized Maintenance Centers account for the identified error
          of previously issued credit.

8.7       ADDITIONAL INFORMATION
          Further details on Products, Modules, and Parts inventory are
          available in the Policy Manual.


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ARTICLE 9. COMPONENT REPAIR

9.1       OVERVIEW
          To ensure the Products remain successful, Allison and Authorized
          Maintenance Center agree that the Maintenance Services and Component
          Repair activities must be coordinated to ensure the long term
          viability and safety of the Product(s).  This section will identify
          the overall principles agreed to by Authorized Maintenance Center and
          Allison with regard to Component Repair.

9.1.1     APPROACH
          Allison will review and Authorize all new Component Repair activities
          on Restricted Candidate Parts.  Allison reserves the right to review
          and disallow existing Repairs which are deemed unsafe by both
          Allison.

          As part of the Allison Authorization, individual Candidate Part
          Development Plans will be structured for all Restricted Candidate
          Parts.  Similar procedural steps will be followed to obtain Repair
          Process approval.

9.1.2     GENERAL ISSUES
          Component Repairs Embodied by Authorized Maintenance Center must be
          Authorized prior to their implementation.  All new Critical Repair
          activities on Restricted Candidate Parts will be managed by Allison.
          The Authorized Maintenance Center is encouraged to consider
          participation in this activity.  Authorized Maintenance Centers will
          be given consideration for Repair Source selection on Critical
          Repairs for Restricted Candidate Parts.  Once selected and qualified
          for a Critical Repair, Authorized Maintenance Center will act as a
          Repair Source to Allison.

          Authorized Maintenance Center is required to participate in all
          published Book Repairs and is encouraged to identify additional Book
          Repair requirements.  New and Grandfather Component Repairs on
          non-Restricted Candidate Parts which are identified by the Authorized
          Maintenance Center may be subject to disclosure restrictions to
          protect Authorized Maintenance Center data rights and its business
          competitive advantage(s).


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          Data rights, approvals, Authorizations, Qualification, and Repair
          Source privileges provided, granted or sold to Authorized Maintenance
          Center under this Agreement do not include the right to manufacture
          any Product, Module, Part, or sub-detail of the Product, Module or
          Part.  Nor is Authorized Maintenance Center allowed to participate as
          a subcontractor, joint venture partner or supplier to a third party
          involved in the Unauthorized manufacture, marketing or sale of
          Products, Modules or Parts or subdetails of the Product, Module, or
          Part.

          Component Repair activities on Restricted Parts will be coordinated
          and designed to optimize Customer satisfaction and assist in reducing
          DMC, as well as provide additional business opportunities to
          Authorized Maintenance Center and Allison.  Authorized Maintenance
          Center shall not provide any Component Repair related data, supply
          component-related services or Cores to any Non-Authorized third
          party for any purpose whatsoever.

9.2       GRANDFATHER COMPONENT REPAIRS
          It is understood and recognized that the Authorized Maintenance
          Center currently markets and Embodies Component Repair processes
          which are beyond the scope of the Allison Authorized maintenance
          documentation, and that these processes were approved against the
          Quality assurance systems of the Authorized Maintenance Center and
          controlling regulatory agencies.

          Under the terms of this Agreement, Allison reserves the right to
          review these Component Repairs (Book or Critical Repair
          Classification) in order to establish their technical acceptance.
          Allison will not utilize this process review as a basis to disallow
          uneconomical Repairs, but reserves the right to disallow unsafe
          Repairs, and specify their continued Embodiment by the Authorized
          Maintenance Center as grounds for termination.

          Only those Repairs which Allison has specifically qualified and
          Authorized, either through publication or other written
          documentation, may be represented as Authorized Repairs.  Unless
          specifically stated, existing Grandfather Component Repairs,
          performed by the Authorized Maintenance Center, are not Authorized
          Allison Repairs, and Allison makes no claims as to the Quality and
          reliability of those Repairs nor any Authorized nature including the
          representation of Marks as they may or may not apply to the Repairs.


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9.3       TECHNICAL COORDINATION AND SUPPORT

9.3.1     CANDIDATE PART SELECTION
          All Restricted Candidate Parts, along with their associated Repair
          Processes, will be considered as part of the coordinated approach to
          Repairs, and will be selected based on various market, business,
          Customer, technical and engineering issues.  Allison reserves the
          right to make final Candidate Part, Repair Process(es) selection,
          Repair Source(s) selection, Candidate Part Classification and to
          establish priorities.  Allison may elect to delegate limited
          authority to the Authorized Maintenance Center which would allow the
          Authorized Maintenance Center to select Restricted Candidate Parts,
          preclassify, and pursue Repair development activities for Standard
          and Common Book Repairs prior to Allison approval and Authorization
          (Standard and Common Book Repair are identified within the Policy
          Manual).

          The identification and submittal of Restricted Candidate Parts, which
          are considered by Authorized Maintenance Center as probable Book
          Repairs, and to which Allison concurs, will be handled in an
          expeditious manner as outlined in the Policy Manual.

9.3.2     CLASSIFICATION AND PRIORITIZATION
          All Candidate Parts will be subject to Classification and
          prioritization.  Candidate Parts and the associated Repair Processes
          will be classified as either Book Repair or Critical Repair.  Book
          Repairs may be approved by Allison and published in the appropriate
          Manuals and technical literature as directed in the Policy Manual.
          All published Book Repairs are for general use by Authorized
          Maintenance Center in support of Customers.  Disclosure of some Book
          Repairs may be restricted within the guidelines of the Policy Manual.
          Allison may delegate limited authority to the Authorized Maintenance
          Center for the pre-Classification of certain Repairs.

          Restricted Candidate Parts and Repair Processes classified as
          Critical Repair will be subjected to limited release to only approved
          Repair Source(s).  Critical Repairs will be administered by Allison
          per the Policy Manual.

9.3.3     REPAIR CONCEPT APPROVAL
          Each Restricted Candidate Part Repair concept and need must be
          substantiated and submitted for approval by Allison, as defined in
          the Policy Manual

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          Any Request for Qualification submitted by Authorized Maintenance
          Center for consideration will be evaluated according to the
          individual Restricted Candidate Part, technical, engineering, market
          and business factors.  Classification of the Repair will also
          influence the Development Plan and Qualification of the Repair.

          Request for Qualification approval does not indicate Repair
          Process(s) approval.  Request for Qualification approval indicates
          that the Repair Process(s), both technically and programmatically, is
          in line with Allison Product strategies.  All approved requests must
          be qualified by Allison.  Classification will influence the level of
          effort required for Qualification, as described in the Policy Manual.

9.3.4     PROPRIETARY DATA
          In the event that any selected Request for Qualification and
          associated Repair Process(s) contain proprietary data or processes
          which are owned, licensed or controlled by the Authorized Maintenance
          Center, the Authorized Maintenance Center may be asked to license
          this data to other Authorized Maintenance Centers which may be
          selected as a Repair Source for the Restricted Candidate Part.

          Authorized Maintenance Center will be allowed to collect a reasonable
          fee or define a royalty for the use of this proprietary data and
          place reasonable and customary restrictions on its use and disclosure
          consistent with the specific proprietary rights.

          Allison will assist in the control and administration of these
          proprietary rights as requested by Authorized Maintenance Center or
          as identified in the Development Plan and Qualification plan(s).


9.4       ADMINISTRATIVE COORDINATION AND SUPPORT

9.4.1     REPAIR PROGRAM COORDINATION
          Component Repair activities will be coordinated within Allison by
          Product.  Authorized Maintenance Center Restricted Candidate Part
          Repair related activities will be managed according to this
          Agreement.  Book Repair needs and activities may also be coordinated
          as required to meet Customer and program needs.



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          Authorized Maintenance Center may be invited to participate in the
          meetings held to discuss the technical issues of Repair, Development
          Plan(s) and market needs.  The meeting locations will be mutually
          agreed upon and coordinated with other activities (if possible) to
          reduce administrative cost and time.

9.4.2     PROGRAM FUNDING AND ALLOCATION
          For Grandfather Component Repairs which the Authorized Maintenance
          Center is seeking approval, the Authorized Maintenance Center may be
          required to provide resources, at a mutually agreed level, for the
          purpose of Component Repair development and Qualification activities
          in order to control data disclosure as defined in the Policy Manual.

          Critical Repair qualification resources for Restricted,
          non-Restricted Candidate Parts, for which Allison is seeking Repair
          Sources will be determined on an individual component basis.
          Resources may include any one or a combination of monetary funds,
          manpower, or capital.  Participation as a Repair Source in any
          Critical Repair development program will be at the discretion of the
          Authorized Maintenance Center, and subject to approval by Allison.

9.4.3     PUBLICATION OF PROCESSES
          All new Book and Critical Repairs will be documented according to
          requirements defined in the Policy Manual.  All new Book Repairs will
          be time-released based on resource and Development Plans approved by
          Allison.  When published, Book Repairs will be included in the
          appropriate Manuals and technical data at the first available
          opportunity.  Grandfather Component Repairs will not be published
          unless authorized by the Authorized Maintenance Center.

          Documentation on Allison Authorized Critical Repairs will be
          restricted to limited distribution.  Allison and the Authorized
          Repair Source(s) will be the only recipients of Critical Repair
          documentation.  Allison reserves the right to retain certain
          copyright and ownership rights and place Marks on certain Repair
          Process documentation and to provide such documentation to the
          Authorized Repair Source(s).  Marks' requirements will be determined
          on an individual Component Repair basis and will be consistent with
          and take into account adequate levels of resources, funding, and the
          sources thereof.


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9.5       DEVELOPMENT AND QUALIFICATION

9.5.1     BOOK REPAIRS
          Throughout the life of the Product(s) program(s), Book Repairs will
          be identified and developed by Allison and the Authorized Maintenance
          Centers.  All new Book Repairs shall undergo a development and
          Qualification cycle that is consistent with its complexity, as
          defined in the Policy Manual.  Each Authorized Maintenance Center may
          be required to participate in the Qualification of Book Repairs, to
          the extent such individualized Qualification is necessary.

          Limited rights and responsibilities may be delegated to the
          Authorized Maintenance Center, regarding identification, development
          and Qualification of certain Book Repairs.  This delegation of
          limited authority would be accomplished as a formal addendum to this
          Agreement.  Granting of delegated authority will be based on
          Allison's review and approval of the Authorized Maintenance Center's
          demonstrated capability, business systems, operational procedures and
          personnel qualifications.

          At any time, Allison may revoke or limit this delegated authority,
          should the Authorized Maintenance Center be found to be non-
          compliant under the terms and conditions of this Agreement,
          exercising poor technical judgment or exceeding the intended and
          agreed to terms and conditions of the delegated authority.

          Furthermore, Allison reserves the right, and may at any time, reverse
          or alter an Authorized Maintenance Center Repair and/or Repair
          Classification decision made under this delegated authority.  Allison
          will provide reasonable program, business or technical substantiation
          for reversing the Authorized Maintenance Center's decision.  With
          regard to a reversal of approval of a Repair, the Authorized
          Maintenance Center will be provided up to six (6) months to correct
          any said deficiency identified during that period of time, no Repair
          of which the reversal of approval applied will be pursued or utilized
          in any fashion.


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9.5.2     REQUEST FOR QUALIFICATION
          Authorized Maintenance Center may submit to Allison a Request for
          Qualification for any specific Grandfather or new Component Repair.
          Authorized Maintenance Center's requesting Allison Authorization may
          be responsible for all resource requirements to approve the Repair
          Process.  The request shall be accompanied by a data package which
          includes the details listed in the Policy Manual.

9.5.3     DEVELOPMENT PLAN
          Allison reserves the right to define the Development Plan and
          associated Qualification requirements for each individual Candidate
          Part.  The Development Plan will define the requirements and criteria
          which must be satisfied in order for a Repair Process and Repair
          Source to be qualified.

9.5.4     QUALIFICATION REQUIREMENTS
          All Component Repairs classified as Critical in accordance with this
          Agreement shall be subject to a detailed Qualification program in
          order to receive Allison Authorization.  The Repair Qualification
          program shall be defined by Allison.

          It is the responsibility of Authorized Maintenance Center, for those
          Repair Processes which it is seeking approval, to ensure all Repair
          criteria of the Qualification program are properly documented and
          completed.  Authorized Maintenance Center shall submit all Records
          required to substantiate completion of the Qualification criteria.

          Any changes or revisions required in the Qualification program will
          be coordinated through Allison.  Those revisions that may affect
          testing, metallurgical results, or other requirements may require a
          second Qualification at some specific level.

9.5.5     RESOURCE OBLIGATIONS
          Each Authorized Maintenance Center may be required to contribute a
          reasonable level of resources toward the Development and
          Qualification effort of each Repair Process for which they are
          seeking approval.  This resource contribution will be mutually agreed
          upon between Allison and Authorized Maintenance Center and in
          compliance with Article 9.4.2.


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9.6       REPAIR SOURCE ADMINISTRATION

9.6.1     REPAIR SOURCE SELECTION
          Authorized Maintenance Center, by virtue of its position as an
          Authorized Maintenance Center, is automatically approved as a Repair
          Source for all published Book Repairs.  When necessary, selection,
          Qualification and control of any third party Repair Source for Book
          Repairs is the responsibility of Authorized Maintenance Center.  The
          Authorized Maintenance Center must warrant to Allison that any third
          party, subcontracted by the Authorized Maintenance Center, will not
          market or resell Repaired Parts or Cores nor enter into any agreement
          to accomplish the same.

          Authorized Maintenance Center may be given Repair Source
          consideration for Critical Repairs selected by Allison for
          Qualification.  Authorized Maintenance Center selection as a Repair
          Source for Critical Repairs is not automatic.  Authorized Maintenance
          Center must substantiate its capability and show its ability to meet
          objectives for each Critical Repair.  The quantity of Repair
          Source(s) will be consistent with market factors.  Authorized
          Maintenance Centers selected and qualified to perform certain
          Critical Repairs for Allison are fulfilling an obligation as a Repair
          Source to Allison, and may not independently sell or market the
          Critical Repair.

          Allison reserves the right to make final Repair Source selection for
          each Critical Repair it Authorizes and will consider third party
          sources as required to meet market objectives.  Repair Source
          selections and Authorization of Critical Repairs will be handled
          under separate addendum to this Agreement for each Critical Repair.

9.6.2     REPAIR SOURCE CONTROL
          All Authorized Maintenance Centers selected as a Repair Source for
          Critical Repairs will be subject to periodic audits.

          Repair Source audits will address Repair Process related technical
          and Quality assurance issues of each Authorized Critical Repair.  It
          is the responsibility of Authorized Maintenance Center to retain
          accurate and comprehensive Records of each Repair Process, according
          to established guidelines within this Agreement.

          Allison may perform a Repair Source audit with at least one (1)
          business day notice to Authorized Maintenance Center.

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          If, during an audit, Authorized Maintenance Center is found to be
          non-compliant with the Qualified Repair Process, the Authorized
          Maintenance Center will be formally notified in writing of the
          non-compliance and corrective action will be identified.  Allison
          reserves the right to temporarily or permanently withdraw its
          Authorization for any or all affected Critical Repairs if the non-
          compliance condition continues after corrective action steps have
          been identified and implemented to pre-agreed timing requirements.
          Appropriate Agreement addendum(s) would be issued to address the
          temporary or permanent withdraw of the Authorization.

9.6.3     MULTIPLE REPAIR SOURCES
          Multiple Repair Sources for Critical Repairs may be considered for
          each selected Candidate Part.  Allison reserves the right to make
          final Repair Source selection for purchase of Critical Repairs and
          select/limit the number of Repair Sources based on technical, market
          and Product program issues.

9.6.4     THIRD PARTY SOURCES
          Third party sourcing for both Book and Critical Repairs is intended
          to be held to a minimum.  All third party activity is intended to be
          managed and defined as to limit any potential adverse effects or loss
          of management over Component Repair or over all Product business loss
          outside the Allison/Authorized Maintenance Center network which could
          negatively impact the flight safety of the Product.

          If the Authorized Maintenance Center subcontracts Repair Processes
          for Book Repair to third parties, the Authorized Maintenance Center
          is responsible for administering the appropriate Quality, technical,
          Mark and program controls.

          Authorized Maintenance Center is required to consider other
          Authorized Maintenance Center's for Book Repairs, prior to
          subcontracting to a third party.  Validation of third party sourcing
          to other Authorized Maintenance Centers for Book Repair(s) may be
          audited by Allison on an annual basis.

          All Critical Repairs for Restricted Parts, which involve a third
          party, will be contracted and administered by Allison.


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9.6.5     SOURCE INSPECTION OF REPAIRS
          In accordance with Quality assurance objectives, Critical Repairs
          performed by the Authorized Maintenance Center, on behalf of Allison,
          will be subject to Source Inspection until Repair Source
          certification is established.

          Allison will perform Source Inspection of Repairs.  Authorized
          Maintenance Center is required to include Source Inspection
          requirements in the processing of all such Critical Repairs.  Allison
          shall bear any cost associated with its Repair Source Inspection.

9.6.6     TOOLING AND EQUIPMENT
          Authorized Maintenance Centers are required to maintain adequate
          levels of Ground Support Equipment and other necessary equipment and
          capabilities which allow the performance of published Book Repairs.

          In some instances, Allison may consign or bail tooling, equipment,
          and/or Ground Support Equipment for Critical Repairs to Authorized
          Maintenance Center.  It will be the responsibility of Authorized
          Maintenance Center to maintain and utilize this hardware in
          accordance with the terms and conditions of the relevant consignment
          and/or bailment agreement.

          Consigned or bailed Ground Support Equipment, tooling or equipment
          will remain the property of Allison and may be removed from
          Authorized Maintenance Center by Allison at any time, following a
          sixty (60) calendar day prior written notification, or as otherwise
          mutually agreed.

9.7       QUALITY ASSURANCE

9.7.1     GENERAL REQUIREMENTS
          Acting as a source for Repairs, the Authorized Maintenance Center
          must maintain itself as an approved facility within the guidelines of
          any and all regulatory agencies applicable to its Customer base.


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          Allison reserves the right to initially survey, recommend changes to,
          and approve the Authorized Maintenance Center Quality System.  The
          recognized approval and subsequent maintenance thereof is a minimum
          requirement for the participation in Development and Qualification of
          Component Repair of Allison approved Component Parts.

9.7.2     PROCESS/PROCEDURE CONTROL
          The Authorized Maintenance Center Quality System must provide
          adequate controls for the processing of Component Repairs.  The
          integrity of each Component Repair requires conformance to approved
          Repair Processes and procedures at all times.

          The Authorized Maintenance Center is responsible for maintaining
          internal procedures that incorporate the latest release of Authorized
          technical specification data.  Once approved by Allison, individual
          Repair Process(s) or procedures cannot be changed without Allison
          notification and Authorization.

          The Authorized Maintenance Center is responsible for control of all
          supplies and services as approved for use in the performance of
          Component Repairs.

          An effective Inspection System will be utilized that assures
          conformance to all Component Repair specifications and procedures
          that can be met at all times.  This must be inclusive of incoming
          materials, in-process controls, and final acceptance/testing.  The
          Inspection System must provide for adequate documentation of
          Component Repair status and traceability.

9.7.3     QUALITY AUDITS
          Allison reserves the right to perform initial Quality System surveys
          and periodic audits of the approved Authorized Maintenance Center
          Quality System.  It is the responsibility of the Authorized
          Maintenance Center to impose internal self-audits and always maintain
          a Quality System accounting program in acceptable standing with
          Allison, and all controlling regulatory agencies.  Allison Quality
          System surveys and audits may be performed independent of other
          business or financial audit requirements, as specified elsewhere in
          this Agreement, and can become substantiation for the suspension of
          Component Repair and Repair Source status if found to be
          unsatisfactory.


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9.7.4     TRACEABILITY
          Repaired Part traceability will be performed in accordance with the
          requirements set forth by any relating industry serviceability
          regulations, Allison procedures, the terms and conditions of this
          Agreement and the Policy Manual.

          It is the overall responsibility of the Authorized Maintenance Center
          to utilize proven traceability systems that account for documentation
          and Repair Process control.  These include, but are not limited to:
          technical data flow, changes/updates, materials/supplies, processes,
          inspections, tests, and final dispositions.

          Where specified or required, subsequent to the Repair, Repair Part
          traceability by lot, serial number, or other effective means will be
          fully documented and made available upon request.

9.8       SUPPLY AND INVENTORY CONTROL

9.8.1     CORE CONTROL
          All Non-Serviceable Items displaced by a Warranty(ies), Policy or
          under the auspices of an OCP/SPP revert to Allison ownership when
          removed from a Product or Module.

          Authorized Maintenance Center is responsible for the disposition of
          all Allison-owned Cores in accordance with Allison direction.  Costs
          associated with the disposition of those Cores are not the
          responsibility of Authorized Maintenance Center, are addressed within
          the Policy Manual, and may be subject to storage by the Authorized
          Maintenance Center if directed by Allison.

          Non-Allison owned Cores may be applicable to Exchange Credit or Core
          Credits as described within the Policy Manual.

9.8.2     REPAIRED PART SUPPLY/SALES/DISTRIBUTION
          Authorized Maintenance Centers selected to perform specific Critical
          Repairs for Allison are required to produce and supply those Repaired
          Parts in accordance with terms and conditions of this Agreement and
          Policy Manual.


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          Transfer and sale of Book Repairs and Book Repair services between
          Authorized Maintenance Centers is allowed and encouraged in order to
          minimize unnecessary duplication and excessive capital investments.

9.8.3     REPAIR MATERIAL
          All sub-Part level details will be made available to Authorized
          Repair Sources for purchase, as directed by Allison, for both Book
          and Critical Repairs.  Cores controlled by Allison will be made
          available to the Authorized Repair Source(s) in support of Component
          Repairs.

          Authorized Maintenance Center may be permitted to manufacture Part(s)
          sub-details in certain situations, as specifically Authorized.
          Should Allison choose to outsource subdetail piece Parts, the
          Authorized Maintenance Centers may be given consideration to match
          the terms and conditions of any beneficial offer by a third party to
          Allison for equivalent supply.


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ARTICLE 10.      PRICES, PAYMENT AND OTHER TERMS OF SALE

10.1      OVERVIEW

10.2      NEW OR REPAIRED MODULES OR PARTS
          The price applicable to Modules and Parts sold to Authorized
          Maintenance Center hereunder, including any applicable discounts or
          allowances, shall be the invoice price in effect on the Ship Promise
          Date (acknowledged electronically or in writing by Allison) for
          Module(s) and/or Part(s).  Other charges and terms of sale applicable
          to purchases of Modules and Parts by Authorized Maintenance Center
          shall be those established in accordance with the Terms of Sale
          Statement(s) in effect at the time of shipment to Authorized
          Maintenance Center, or as detailed in the Modules and Parts
          Statement, its revisions or the Products, Modules and Parts Price
          List, or its revisions.

          The prices, charges, discounts, allowances and other terms applicable
          to Modules or Parts may be changed at Allison's discretion, from time
          to time.

          Authorized Maintenance Center may cancel or reschedule orders for
          Modules and Parts in accordance with the Module(s) and Part(s) Terms
          of Sale Statement(s).

10.3      NEW PRODUCTS
          The price applicable to Products sold to Authorized Maintenance
          Center hereunder, including any applicable discounts or allowances,
          shall be the invoice price in effect on the Ship Promise Date
          (acknowledged electronically or in writing by Allison) for
          Product(s).  Other charges and terms of sale applicable to purchases
          of Product(s) by Authorized Maintenance Center shall be those
          established in accordance with the Terms of Sale Statement(s) in
          effect at the time of shipment to Authorized Maintenance Center, or 
          as detailed in the Product Statement(s), its revisions, or the 
          Product, Module and Parts Price List, or its revisions.

          The prices, charges, discounts, allowances and other terms applicable
          to Products may be changed by Allison from time to time.


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          Authorized Maintenance Center may cancel or modify orders for
          Products to in accordance with cancellation terms identified in the
          Terms of Sale Statements provided written notice of cancellation or
          modification is delivered to Allison.  All undelivered orders not
          canceled or modified as provided herein shall remain in effect for
          delivery by Allison.

10.4      SHIPMENTS OF MODULES AND PARTS
          Allison will arrange for shipment of Modules and Parts ordered by
          Authorized Maintenance Center to the Authorized Maintenance Center's
          Primary Premises or Branch Location(s).  Allison reserves the right
          to select the production locations and the warehouse/inventory
          locations of Modules and Parts.  Unless otherwise directed, the
          Logistics Company will handle all Module and Parts shipments on
          behalf of and for the account of Authorized Maintenance Center.
          Expedite and AOG shipments will be directed using the earliest
          delivery mode(s).

          Allison shall not be liable for any delay, loss or damage to Modules
          or Parts that have been transferred to the safekeeping of the
          Logistic Company.  Authorized Maintenance Center should directly
          contact the Logistic Company regarding delays, loss or damage.

          Additional costs incurred by Allison as a result of Modules and/or
          Parts being diverted because of Authorized Maintenance Center's delay
          or failure to accept delivery shall be to Authorized Maintenance
          Center's account, except as noted in Article 4.2.2.

10.5      SHIPMENTS OF PRODUCTS
          Allison will arrange for shipment of Product(s) ordered by Authorized
          Maintenance Center to the Primary Premise or Branch Location(s) in
          their Region of Responsibility.  Allison reserves the right to select
          the production locations and the warehouse/ inventory locations of
          Products.  Unless otherwise directed by Allison, the Logistics
          Company will handle all Product shipments on behalf of and for the
          account of Authorized Maintenance Center.  Expedite and AOG shipments
          will be directed along the earliest delivery mode(s).

          Allison shall not be liable for any delay, loss or damage to
          Product(s) that have been transferred to the safekeeping of the
          Logistic Company.  Authorized Maintenance Center should directly
          contact the Logistic Company regarding delays, loss or damage.


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          Additional costs incurred by Allison as a result of Products being
          diverted because of Authorized Maintenance Center delay or failure to
          accept delivery shall be to Authorized Maintenance Center's account,
          except as noted in Article 4.2.2.

10.6      AUTHORIZED MAINTENANCE CENTER REIMBURSEMENT
          Allison shall reimburse Authorized Maintenance Center in accordance
          with the applicable terms and conditions of this Agreement, the
          applicable provisions of the Policy Manual and the applicable
          provisions of the Standard Labor Hours Manual for the performance of
          Maintenance Services and Component Repairs made pursuant to:  1)
          Warranty(ies) furnished by Allison, 2) OCP/SPP contracted programs,
          3) Policy adjustments approved by Allison, 4) Campaign programs, 5)
          inspections or corrections for Items as directed and Authorized by
          Allison, and 6) any other Allison/Customer contracted programs and
          Agreements.

10.7      CORE CREDITS
          If agreed by Allison, Authorized Maintenance Center and
          Customer-owned Cores (Warranty, Policy or OCP/SPP displaced Cores are
          Allison property) may be returned for Credit.  The Authorized
          Maintenance Center's actual cost for said Core will determine the
          Cores Credit return value or as otherwise specifically delineated
          within the Agreement.

          Core Credits will be non-monetary (except in certain instances
          involving termination).  Authorized Maintenance Center will receive
          Core Credits by way of the established equivalent value being
          Credited to Authorized Maintenance Center's account.  These Credits
          can be used at Authorized Maintenance Center's discretion toward
          Module or Part orders.

10.8      EXCHANGE CREDITS
          Critical Repaired Parts will be sold to Authorized Maintenance Center
          per the terms of Article 10.2 less an Exchange Credit for the
          applicable Core(s) submitted with order.  Exchange Cores must be
          submitted, on a Part by Part, order by order basis, to receive Core
          adjustment to the list price.

          Orders received without exchange Cores will be invoiced at the
          published List Price less the applicable discount, plus any published
          Exchange Credit.


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10.9      PROMOTIONAL PRICE DISCOUNTS
          Allison reserves the right to occasionally offer promotional price
          discounts exclusively to Authorized Maintenance Centers.  These
          discounts may be utilized to encourage Embodiment activity, offset
          inventory cost, encourage Authorized Maintenance Service, provide
          marketing incentives and/or assist in ensuring adequate markets
          exist.

10.10     ACCOUNTS PAYABLE
          During the course of the business relationship hereunder, Allison
          will establish accounts as necessary for the Authorized Maintenance
          Center transactions.  Such accounts will reflect the amount due
          either party by the other in connection with Products, Modules,
          Parts, Maintenance Services, Credits, discounts, Warranties and
          similar matters.

          While Allison may, for the mutual convenience of the parties, pay
          funds to Authorized Maintenance Center while indebtedness from
          Authorized Maintenance Center to Allison is outstanding, all monies
          or accounts due to Authorized Maintenance Center shall be considered
          net of matured indebtedness of Authorized Maintenance Center
          (including indebtedness arising from the charge-back to Authorized
          Maintenance Center of Claims previously Credited to Authorized
          Maintenance Center and later determined not to be properly payable)
          against any monies or accounts due to Authorized Maintenance Center.

          Unless otherwise agreed in writing, any monies or accounts payable by
          Allison to Authorized Maintenance Center shall be paid by Allison as
          Product, Module or Parts Credits against the Authorized Maintenance
          Center's account via the EDI network, Electronic Funds Transfer (EFT)
          or as mutually agreed upon.

          Authorized Maintenance Center agrees to notify Allison immediately if
          the creation, management or payment of any account referred to above
          does not comply with the laws or regulations of the country where
          Primary Premise or Branch Location(s) performing the work are
          located.


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          Authorized Maintenance Center and Allison recognize the right to
          disclose matters related to this Agreement, including the existence,
          the nature and the amount of the above mentioned accounts, when such
          disclosure is required by law or regulation or is specifically
          directed by applicable judicial orders involving either Authorized
          Maintenance Center or Allison.

10.11     PREPAYMENT OF LOGISTICS SERVICES
          Certain shipments of Product(s), Module(s), or Part(s) may benefit
          from Allison prepayment of logistics services (freight) from the
          Logistics Company with regard to export/import control, value added
          tax, and other costs.  Should further investigation support such an
          arrangement, Allison reserves the right to prepay and add to the
          applicable invoice the amount of the logistics services expense.
          Allison intends to include the cost of freight in the Products,
          Modules and Parts Price List in the near future.  Such arrangements
          have been determined to be more efficient and cost effective.

10.12     LATE PAYMENT CHARGE
          Allison reserves the right to assess, at its sole discretion, a late
          payment charge equal to .05% per day, or the maximum allowable by
          law, on any past due balances owing Allison upon failure of the
          Authorized Maintenance Center to meet the account terms established
          in this Agreement or the attached Statements.

10.13     INVOICES
          Allison reserves the right to provide the original invoice as an
          attachment to the shipment, and/or mail the invoice separately.  The
          invoice will be appropriately identified and an unpriced
          invoice/packing slip will be contained within the package/shipment.
          It remains the Authorized Maintenance Center's responsibility to
          collect all such invoices from the appropriate receiving
          department(s) at the Primary Premise and/or Branch Location(s).  Any
          deviation from this practice will most likely result in delays and
          additional expense to Allison and the Authorized Maintenance Center.


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ARTICLE 11.  TAXES

          Authorized Maintenance Center recognizes that it is an independently
          owned and operated business entity and as such accepts full
          responsibility for the collection and/or payment of any and all taxes
          as may be required by local regulations or statutes in connection
          with any of the Business Operation(s) conducted by Authorized
          Maintenance Center hereunder.  Authorized Maintenance Center shall
          hold Allison harmless in connection with any claims or demands made
          upon Authorized Maintenance Center or Allison by local authorities in
          connection with the collection and/or payment of any such taxes,
          including, without limitation, stamp taxes, sales and use taxes,
          personal property taxes, value added taxes, income taxes and import
          duties, export duties or any other taxes.  Authorized Maintenance
          Center agrees to indemnify, defend and hold harmless Allison and its
          directors, officers and employees against all liability claims and
          expenses (including attorney's fees) for taxes which Allison might be
          assessed as a consequence of Authorized Maintenance Center's Business
          Operations under this Agreement.


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ARTICLE 12.  TRADEMARKS AND SERVICE MARKS

12.1      OWNERSHIP
          Allison, or its affiliated company(s) are exclusive owners of and
          have the exclusive right to the various Marks used in connection with
          Items.

12.2      DISPLAY OF MARKS BY AUTHORIZED MAINTENANCE CENTER
          Authorized Maintenance Center is granted the non-exclusive privilege
          of displaying Allison related Mark(s) in the conduct of its Authorized
          Maintenance Center Business Operations, provided, however, the
          Authorized Maintenance Center shall discontinue the display or use of
          any such Marks or change the manner in which any Marks are displayed
          or used when requested to do so by Allison.  Such Marks may not be
          used or included within the name under which Authorized Maintenance
          Center's Business Operation(s) are conducted or in connection with the
          business of any company affiliated with Authorized Maintenance Center
          unless previously Authorized by Allison.

12.3      DISCONTINUANCE OF USE UPON TERMINATION
          Upon the expiration or termination of this Agreement, Authorized
          Maintenance Center will immediately discontinue the use and display
          of Allison Marks, at the Authorized Maintenance Center's expense.
          Thereafter, Authorized Maintenance Center will not use, directly or
          indirectly, any Marks or any other marks so resembling such Marks as
          to be likely to confuse or deceive the Customers or the public in
          general, including reference to Allison and the Authorized
          Maintenance Center designation.

12.4      MARK REGISTRATION BY AUTHORIZED MAINTENANCE CENTER 
          Authorized Maintenance Center will not take any action, directly or 
          indirectly, to register or cause to be registered any Marks nor any 
          marks which resemble such Marks in its favor or in the favor of any 
          third party.  Should such registration be required, the Authorized 
          Maintenance Center will notify Allison of registration 
          requirement(s), at which time, to the extent possible, Allison will 
          resolve the registration directly.


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12.5      LIABILITY FOR FAILURE TO DISCONTINUE USE
          Authorized Maintenance Center shall reimburse Allison, or its
          affiliated company(s) for all costs, legal fees and other expenses
          incurred in connection with legal action commenced by Allison or its
          designee requiring Authorized Maintenance Center to discontinue use,
          in accordance with the terms of this Agreement, if the judgment is
          found in Allison's favor.


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ARTICLE 13.  TERMINATION OF AGREEMENT

13.1      TRANSACTIONS AFTER TERMINATION

13.1.1    TERMINATION DELIVERIES
          If this Agreement is voluntarily terminated by Authorized Maintenance
          Center under Article 13.2, Allison will furnish, in accordance with
          the terms and conditions of this Agreement, Authorized Maintenance
          Center with Module(s) and/or Part(s) to satisfy the Authorized
          Maintenance Center's Maintenance Services obligations effective at
          the date of termination.  Authorized Maintenance Center shall provide
          Allison with a list of such obligations (herein called Schedule of
          Termination Deliveries) within ten (10) business days following the
          written notice of termination, identifying each Customer's name,
          address and the details of each Item to be worked (including Product,
          Module or Part numbers and serial numbers) along with the Event and
          Event Kit Modules and Parts which need to be ordered or are on order
          and required to fulfill the Maintenance Services obligations.
          Authorized Maintenance Center's orders for Module(s) and Part(s)
          identified in the Schedule of Termination Deliveries will be reviewed
          by Allison within five (5) business days after receipt.

          Allison's Parts Distribution Center will advise Authorized
          Maintenance Center should there be any concern with any particular
          obligation, and if so, what additional detail regarding subject
          obligation is necessary.  Upon satisfactory review, the orders will
          be accepted and acknowledgment made either in writing or
          electronically to Authorized Maintenance Center identifying the
          orders to be filled and the related Ship Promise Date and basis of
          delivery.

          Authorized Maintenance Center shall accept all Module(s) or Part(s)
          ordered by Authorized Maintenance Center and acknowledged under this
          provision.  In the event Authorized Maintenance Center fails to do
          so, Authorized Maintenance Center shall have no further right to
          receive any such Module(s) or Part(s).

          Module(s) or Part(s) shall be delivered hereunder in substantial
          accordance with the schedules and basis of delivery as identified and
          as of the effective date in compliance with the notification of
          termination and termination.


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          Authorized Maintenance Center shall immediately provide cancellation
          notice if, for any reason, a Customer cancels the respective
          obligation set forth in the Authorized Maintenance Center's Schedule
          of Termination Deliveries.  In the event such cancellation notice is
          received before shipment of the Module(s) or Part(s) to apply against
          such order, Allison shall be released from its requirement to make
          delivery of such Module(s) or Part(s) and Authorized Maintenance
          Center shall be released from its requirement to take delivery and
          make payment.

13-1.2    EFFECT OF TRANSACTIONS AFTER TERMINATION
          Neither the sale of Items by Allison to Authorized Maintenance
          Center, nor any other act by Allison or Authorized Maintenance Center
          during termination proceedings or after termination of this Agreement
          will be construed as a waiver of the termination.

13.1.3    ALLISON'S OPTION TO PURCHASE
          If this Agreement is terminated by either party or expires and
          Allison does not offer Authorized Maintenance Center or any
          replacement candidate that has substantially the same ownership and
          management or any approved transferee a new Agreement, Allison will
          have the option to purchase from Authorized Maintenance Center and
          may require Authorized Maintenance Center to sell any or all of the
          following Items at the prices indicated:

          (a)    New, Repaired or Serviceable Products, Modules, Parts or Cores
                 and/or Non-Serviceable Cores owned or controlled by Authorized
                 Maintenance Center on the effective date of termination which
                 were purchased by Authorized Maintenance Center from Allison,
                 or its designee, at the invoice prices less any discounts or
                 Credits provided to Authorized Maintenance Center for such
                 Products, Modules and Parts, less transportation charges which
                 Authorized Maintenance Center paid for shipment of such Items
                 to its Primary Premise, plus normal transportation charges
                 prepaid by Authorized Maintenance Center to a destination
                 specified by Allison, less charges, at the lesser of the
                 adjusted invoice price or at current list price less
                 discounts, for any Item originally furnished on or with any
                 such Product, Module, Part, but not included or damaged when
                 received by Allison.


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          (b)    Allison has the option to purchase any new, Repaired, used or
                 Non-Serviceable Product, Module, Part or Core obtained by
                 Authorized Maintenance Center from a non-Allison source, at a
                 mutually agreed upon price, not exceeding the fair market
                 value price or the original purchase price, whichever is less.

          (c)    Any signs owned by Authorized Maintenance Center of a type
                 recommended in writing by Allison and bearing any Marks, at a
                 price mutually agreed upon by Allison and Authorized
                 Maintenance Center.  In the event the parties cannot mutually
                 agreed upon a price, Authorized Maintenance Center warrants
                 and guarantees such signs will be properly disposed of and no
                 Unauthorized third party will obtain control, use or have
                 access to signs and the implied or actual benefits thereof.

          (d)    Any Ground Support Equipment purchased from Allison or its
                 designee preceding termination, and/or designed or
                 manufactured utilizing Allison data, which was recommended by
                 Allison and designed specifically for Maintenance Services or
                 Component Repair for any Item at a price mutually agreed upon
                 by Allison and Authorized Maintenance Center, but in no event
                 at a price exceeding the original invoice price, Authorized
                 Maintenance Center's manufacturing cost or the acquisition
                 cost, less associated discounts or Credits.

13.2      TERMINATION BY AUTHORIZED MAINTENANCE CENTER
          Authorized Maintenance Center may terminate this Agreement upon
          written notice to Allison.  Any termination will be effective ninety
          (90) days after receipt by Allison of a termination notice, unless
          another date is agreed upon in writing by the parties.

13.3      TERMINATION BY MUTUAL AGREEMENT
          This Agreement may be terminated by mutual agreement any time by
          written notice between Allison and Authorized Maintenance Center.
          Any provision(s) of termination assistance will be applicable only to
          the extent as mutually agreed upon in writing and set forth in this
          Agreement or in a written Termination Agreement(s).


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13.4      TERMINATION FOR NONPERFORMANCE
          If Authorized Maintenance Center fails to perform any obligations
          under this Agreement, such as (i)establishing and maintaining
          Authorized Maintenance Center facilities in accordance with the terms
          and conditions of this Agreement and the Policy Manual at the
          approved Primary Premise and Branch Location(s) or (ii) providing
          Service, Repair, Overhaul and Component Repair functions to Customers
          of Products, Modules or Parts, in accordance with the terms and
          conditions of this Agreement, Allison shall notify Authorized
          Maintenance Center in writing of such failure(s) and shall promptly
          review with Authorized Maintenance Center the reasons which, in
          Allison's opinion, account for such failure(s) and the period of time
          (which shall not be less than ninety (90) days) during which
          Authorized Maintenance Center shall be provided to correct such
          failure(s).  If such failure(s) have not been remedied within such
          period, Allison may terminate this Agreement.

13.5      TERMINATION DUE TO CERTAIN ACTS OR EVENTS
          Each of the following represents an act or event that is within the
          direct control of the Authorized Maintenance Center or originates
          from action taken by Authorized Maintenance Center's management or
          owners and which is so contrary to the spirit and objectives of this
          Agreement as to entitle Allison to damages or to constitute cause for
          termination this Agreement.  This decision is solely at Allison's
          discretion.

          When Allison identifies any of the following acts or events have
          occurred, Allison will discuss and provide written support of the act
          or event to Authorized Maintenance Center.  The written support may
          include a corrective action plan with associated time to correct and
          address the act or event.  If a corrective action plan is provided,
          Authorized Maintenance Center agrees to pursue the correction and pay
          a damage penalty.  The parties agree that the amount of damages for
          the injury to Allison that would result from the occurrence of any of
          the acts or events identified below are impossible to estimate
          accurately, and that $50,000 is a reasonable forecast of such damages
          in light of the harm to Allison that would result from the occurrence
          of any such acts or events, and that the difficulties of proving the
          loss resulting from the occurrence of any such acts or events or in
          obtaining another adequate remedy upon the occurrence of any such
          acts or events warrants the parties' agreement on this $50,000
          damages sum.


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          Therefore, if a proposed corrective action plan is provided, the
          Authorized Maintenance Center will not only correct the deficiency
          identified per the terms of the corrective action plan, but pay
          Allison a $50,000.00 damages sum within ten (10) days of said notice.
          If the proposed correction is not satisfied within the identified time
          frame (not less than thirty (30) days) thereafter, Allison will be
          entitled to terminate this Agreement.  If Allison elects to terminate
          this Agreement in lieu of providing a corrective action plan and
          associated collection of a damages sum, the Authorized Maintenance
          Center will receive written notice of termination.  Such termination
          will be effective upon receipt of the notice by the Authorized
          Maintenance Center, or at a later date as may be specified in the
          notice of termination.

          (a)    An unacceptable change, transfer or relinquishment, voluntary
                 or involuntary, by operation of law or otherwise, of any
                 interest in the legal, record or controlling interest of
                 Authorized Maintenance Center from the latest Authorized
                 Maintenance Center's Statement of Management and Ownership
                 accepted and Authorized by Allison.  Specific examples include
                 but are not limited to interest in another Authorized
                 Maintenance Center, interest in the Authorized Maintenance
                 Center acquired by an Allison competitor and/or government
                 changes detrimental to the Authorized Maintenance Center's
                 Business Operations.

          (b)    An attempted or actual sale, transfer or assignment by
                 Authorized Maintenance Center of this Agreement or of any of
                 the rights granted the Authorized Maintenance Center under
                 this Agreement, or any attempted or actual transfer,
                 assignment or delegation by Authorized Maintenance Center of
                 any obligation under this Agreement without Allison's prior
                 written Authorization.

          (c)    A conviction by a court of original jurisdiction of an
                 Authorized Maintenance Center's officer, partner, director,
                 manager or principal stockholder of Authorized Maintenance
                 Center of any crime related generally to the Authorized
                 Maintenance Center's Business Operation(s) that is punishable
                 by imprisonment; or any guilty ruling by a government agency
                 or court of original jurisdiction that Authorized Maintenance
                 Center has committed an unfair or illegal business practice or
                 other offense related to the terms and conditions of this
                 Agreement or Product(s) which, in the opinion of Allison, may
                 significantly and adversely affect the interests of Authorized
                 Maintenance Center, Allison, or the reputation of the
                 Product(s) in the marketplace.

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          (d)    Insolvency of Authorized Maintenance Center; suspension of
                 payments by Authorized Maintenance Center; filing of a
                 voluntary petition in bankruptcy by Authorized Maintenance
                 Center; filing of a petition to have Authorized Maintenance
                 Center declared bankrupt or seeking appointment of a receiver
                 or trustee for Authorized Maintenance Center, provided such
                 petition is not vacated within thirty (30) days from the date
                 of such filing or appointment.

          (e)    Execution by Authorized Maintenance Center of an assignment
                 for the benefit of creditors or any sale or foreclosure or any
                 due process of law whereby any third party that is
                 unacceptable to Allison acquires rights to the operation,
                 ownership or use of the Authorized Maintenance Center's
                 Primary Premise, its Branch Location(s), their equipment or
                 principal assets used in performing Maintenance Services for
                 the Products, including but not limited to inventory of
                 Products, Modules, Parts or Ground Support Equipment that are
                 required for the conduct of the Authorized Maintenance
                 Center's Business Operations consistent with the terms,
                 conditions, intent and spirit of this Agreement.

          (f)    Any undertaking by Authorized Maintenance Center or any of its
                 owners, either directly or indirectly, to conduct the
                 Authorized Maintenance Center Business Operation at an
                 Unauthorized Primary Premise, Unauthorized Branch Location(s),
                 or Unauthorized Marketing Office(s); or any closing,
                 discontinuance, significant change, or Non-Authorized Business
                 Operation(s) of the Primary Premise, Branch Location(s), or
                 Marketing Office(s) without the prior written approval of
                 Allison, as evidenced by the execution of a new Primary
                 Premise, Branch Location(s) and Marketing Office(s) Statement.

          (g)    Failure of Authorized Maintenance Center to conduct its
                 Authorized Maintenance Center Business Operations during
                 customary business hours for seven (7) consecutive working
                 days and/or consistent with the requirements of the Customers,
                 except as specifically delineated in Article 4.2.2 of this
                 Agreement.

          (h)    Any intentional submission to Allison by Authorized
                 Maintenance Center or by any agent or employee of Authorized
                 Maintenance Center of false applications or Claims for any
                 payment, Credit, or discount for allowance, if such
                 applications or Claims are fraudulent or part of a pattern of
                 false applications or Claims, whether or not Authorized
                 Maintenance Center offers or makes restitution.

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          (i)    Refusal by Authorized Maintenance Center to timely furnish
                 Business Operations related revenue or financial information
                 and related support data, or to permit Allison to make an
                 audit, examination or copies of Authorized Maintenance
                 Center's data or Records, provided such failure or refusal
                 continues for thirty (30) days after receipt by Authorized
                 Maintenance Center from Allison of a written request for such
                 information or permission.

          (j)    Willful failure of Authorized Maintenance Center to comply
                 with the provisions of any governing laws or regulations
                 relating to its performance of this Agreement.

          (k)    Willful and intentional use of Unauthorized Items, or
                 acquiring Products, Modules or Parts from Unauthorized
                 vendors, sources, and/or third party(s) for use in Embodiment
                 during a Maintenance Service or Component Repair function.

          (l)    Nonpayment, for a period of thirty (30) days, of the technical
                 fee and consideration, in whole or in part, per the terms and
                 schedule outlined in the Technical Fee and Consideration
                 Statement.

          (m)    Willful and intentional use or involvement in Component Repair
                 which is inconsistent with the terms and conditions of this
                 Agreement or Policy Manual.

          (n)    Participation as a contractor, technical consultant, joint
                 venture partner or supplier or any other similar arrangement,
                 in an enterprise or venture to manufacture products or parts
                 that are substitutes or replacements for Allison Authorized
                 Products or Parts or the sale or marketing of such products or
                 parts manufactured as part of such enterprise or venture.

          (o)    The Unauthorized copying, use, disclosure and/or distribution
                 of any Allison confidential or proprietary data, drawings,
                 Manuals or any other written material furnished to the
                 Authorized Maintenance Center per the terms and conditions of
                 this Agreement any affiliated agreement or as expressly
                 identified on the relevant document/technical data.


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          (p)    Participation as a subcontractor, joint-venture partner,
                 equity owner, voting right owner or any similar business
                 arrangement which essentially negates the general spirit and
                 objectives of this Agreement by providing the Authorized
                 Maintenance Center a mechanism to perform Unauthorized
                 Maintenance Services.

          (q)    Remanufacturing of Engines/Modules contrary to the terms and
                 conditions of this Agreement.

          (r)    Sale of Unauthorized Modules or Parts to a Customer or
                 Customer representative where the Over-the Counter sale was
                 made with the intent of negating the use of Authorized Items
                 during a Maintenance Service or Component Repair function.
                 Specifically, where the Over-the Counter sale resulted in the
                 Customer supplying the Unauthorized Modules and Parts to the
                 Authorized Maintenance Center for Embodiment.

          (s)    Failure to notify Allison of Overshipment Item(s), and/or
                 failure to return the Overshipment Item(s) to Allison.

13.6      TERMINATION FOR FAILURE TO BE LICENSED
          If Allison or Authorized Maintenance Center fails to secure or
          maintain any license or permit required for the substantial
          performance of either party's obligations under this Agreement or
          such license or permit is suspended or revoked, irrespective of the
          cause, the other party may immediately terminate this Agreement by
          giving the defaulting party written notice.

13.7      TERMINATION BY GOVERNMENT ACTION
          Allison may terminate this Agreement effective thirty (30) business
          days after written notice is mailed or personally delivered to
          Authorized Maintenance Center upon the occurrence of any action,
          including the adoption of any law, regulation or policy, by either
          the government of the United States of America or a government(s) for
          which the Authorized Maintenance Center Primary Premises or Branch
          Location(s) resides, that, in the opinion of Allison, either
          adversely affects the ability of Authorized Maintenance Center or
          Allison to perform their respective obligations hereunder or so
          changes the relationship between Allison and Authorized Maintenance
          Center so as to render the terms and conditions of this Agreement
          ineffective.


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13.8      RESPONSIBILITIES OF AUTHORIZED MAINTENANCE CENTER
          Within fifteen (15) business days following the effective date of
          termination or expiration of this Agreement, Authorized Maintenance
          Center will furnish Allison a list of Items and other hardware as
          appropriate identifying Product, Module and Part numbers and serial
          numbers if applicable along with such other information as Allison
          may reasonably request pertaining to Products, Modules or Parts
          offered to Allison in support of Allison's option to repurchase.
          Thereafter, Allison will, within fifteen (15) business days of
          receipt of such information, advise Authorized Maintenance Center in
          writing, the eligible Items and other hardware which Allison chooses
          to exercise its option to repurchase from Authorized Maintenance
          Center, along with written shipping instructions thereof.  Authorized
          Maintenance Center will ship or arrange for shipment all such
          Products, Modules, Parts, or Ground Support Equipment transportation
          prepaid by Authorized Maintenance Center, to a destination specified
          by the Service Parts Distribution Center in such instructions.  Such
          shipment will utilize the dedicated Logistics Company unless
          otherwise stipulated by Allison.

          Authorized Maintenance Center will take such necessary action to
          execute and deliver such written instruments as may be necessary to
          convey good and marketable title for all Items and other hardware
          purchased by Allison.  Further, Authorized Maintenance Center will
          comply with the requirements of any applicable laws relating to bulk
          sales or transfer, and satisfy and discharge any liens or
          encumbrances on all Items, or Ground Support Equipment prior to their
          sale and delivery to Allison, and Allison will assist as necessary in
          resolution and discharge of any said liens or encumbrances.

          Upon the termination or expiration of this Agreement, Authorized
          Maintenance Center will immediately discontinue the use and display
          of Allison Marks as provided in Article 12.3 of this Agreement.

          Within fifteen (15) business days following the effective date of
          termination or expiration of this Agreement, Authorized Maintenance
          Center will return to Allison all originals and copies of Manuals,
          drawings, processes and all other proprietary information furnished
          by Allison to Authorized Maintenance Center.


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13.9      PAYMENT BY ALLISON UPON TERMINATION OF AUTHORIZED MAINTENANCE CENTER
          Authorized Maintenance Center will be paid for Items, Cores or Ground
          Support Equipment purchased by Allison as soon as practicable
          following delivery and inspection as specified by Allison, less any
          payment due or to become due from Authorized Maintenance Center to
          Allison.  Allison shall have no obligation to complete a purchase
          under Article 13.1.3 if prohibited for any reason from exercising its
          right to deduct from the purchase price amounts due from Authorized
          Maintenance Center.

          If Authorized Maintenance Center has not received payment for such
          Items or Ground Support Equipment within sixty (60) calendar days
          after delivery, Allison, will, at Authorized Maintenance Center's
          written request, estimate the purchase price of the Items and other
          hardware and all other amounts owed to Authorized Maintenance Center
          by Allison.  After deducting the amounts estimated by Allison, to be
          owing to Allison, by Authorized Maintenance Center, Allison will
          advance Authorized Maintenance Center seventy-five percent (75%) of
          the estimated net payment (list less discounts or Credits) owed to
          Authorized Maintenance Center and will pay the balance, if any, as
          soon as practicable thereafter, but not later than sixty (60)
          calendar days, including interest on such balance at the previous
          months' averages prime rate as published in the Wall Street Journal.

13.10     CONSTRUCTION OF TERMINATION PROVISIONS
          Authorized Maintenance Center expressly acknowledges that the rights
          extended to Authorized Maintenance Center with respect to Items and
          Ground Support Equipment are solely limited to the rights granted by
          Allison pursuant to this Agreement.  Authorized Maintenance Center
          acknowledges and agrees that the Marks referred to in Article 12
          hereof enjoy an excellent reputation worldwide.  Except as otherwise
          provided in this Agreement, Authorized Maintenance Center shall have
          no right to compensation or indemnification from Allison in the event
          of termination of this Agreement pursuant to its provisions except as
          specifically delineated within this Agreement.

          Allison and Authorized Maintenance Center may rely on their rights to
          terminate this Agreement under any applicable provisions of this
          Agreement without reference to or waiver of any other provision that
          may also be applicable in the circumstances.

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13.11     EFFECT OF TERMINATION
          Termination of this Agreement does not release Authorized Maintenance
          Center or Allison from the obligation to pay any amounts due or which
          may become due the other, including but not limited to the Module(s)
          and Parts account(s), but does release the Authorized Maintenance
          Center from any obligation to pay any remaining unpaid portion(s) of
          the technical fee or consideration.


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ARTICLE 14.  ORDER OF PRECEDENCE

          Any ambiguity or inconsistency in this Agreement shall be resolved by
          giving precedence in the interpretation of this Agreement in the
          following order:

          1)     The Agreement

          2)     The Additional Provisions Applicable to Authorized Maintenance
                 Center Agreement ("The Articles")

          3)     Statements

          4)     Bulletins

          5)     Authorized Maintenance Center Policy Manual

          6)     Representations and other Instructions

          7)     Manuals other than Authorized Maintenance Center Policy Manual



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ARTICLE 15.  SOLE AGREEMENT OF PARTIES

          There are no other agreements or understandings, either oral or
          written, between the parties affecting this Agreement or relating to
          the sale or servicing of Products, Modules and Parts except as
          otherwise specifically provided or referred to in this Agreement.

          No agreement between Allison and Authorized Maintenance Center which
          relates to matters covered herein, and no change in, addition to
          (except the filling in of blank lines) or erasure of any printed
          portion of this Agreement shall be valid or binding upon Allison
          unless the same is approved in writing by authorized
          representative(s) of both Allison and Authorized Maintenance Center.

          Notices concerning matters other than termination or modification of
          this Agreement may be transmitted by cable, telex, or facsimile
          transmittal.

          Allison Engine Company, Inc.


          /s/ JAMES F. LEACH
          ----------------------------------
          James F. Leach
          Vice President Customer Support
                 (Typed Name and Title)

          Date   30 Sep 94   
          Telephone: (317) 230-4638
          Facsimile: (317) 230-3348


          Witnesses

          ----------------------------------
          Norman D. Britton, Manager
          T56/501 Authorized Maintenance
          Center Administration          
                 (Typed Name and Title)

          Date 30 September 1994   

          Authorized Maintenance Center
          NATIONAL AIRMOTIVE CORPORATION


          /s/ GERRY ROBERTS              
          ----------------------------------
                 (Signature)
          Gerry Roberts, President       
             (Typed Name and Title)

          Date   14 November 1994        

          Telephone:      (510) 613-1001 
          Facsimile:      (510) 635-3221 

          /S/ JOHN P. VIBOCH             
          ----------------------------------
              (Signature)
          John P. Viboch
          Senior Vice President          
             (Typed Name and Title)

          Date   14 November 1994        



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