2. Exhibit 10.5.  Rights  Agreement  between  AeroCentury  Corp. and Continental
Stock  Transfer  & Trust  Company,  as rights  agent  dated as of April 8, 1998.
Incorporated by reference to Exhibit 1 of the Company's  Registration  Statement
on Form 8-A12B  (Commission File No.  001-13387),  filed with the Securities and
Exchange Commission on April 17, 1998.