ISRAEL AEROSPACE INDUSTRIES LTD. Ben Gurion International Airport

(b)

The first CAM aircraft is due for induction at IAI on or about September 1^st, 2008.

The Basic Modification and all services performed by IAI and/or its subcontractors or agents under this Interim Agreement or the Definitive Agreement, whichever is in effect, will be performed in accordance with all of the following that are applicable and in the following order of priority:

•     FAA standards, directives and regulations that would permit certification of the PC Aircraft under FAR Part 121 or the equivalent;

•     Manufacturer’s modification, repair and overhaul standards, recommendations, instructions and license requirements in effect during the performance of the Basic Modification and any other IAI services;

•     Technical Specification No. P2S-00-00-98368 Rev. A, dated July 20, 2008 (the “Specification”);

•     IAI shop practices and procedures in accordance with IAI’s FAR Part 145 certifications or any other FAA approved procedures for transport aircraft, as applicable, to the extent not inconsistent with the requirements above; and

•     CAM general maintenance manual, policies and procedures.

Basic Modification

Price:

CAM will pay IAI $*** for each of the fourteen (14) PC Aircraft modified to SF configuration, which such amount includes a $*** per PC Aircraft reduction for each of the fourteen (14) PC Aircraft inducted for SF modification. The

Aircraft 1

Aircraft 2

Aircraft 3

Aircraft 4

Aircraft 5

Aircraft 6

Aircraft 7

A/C 1

A/C 2

A/C 3

A/C 4

A/C 5

A/C 6

A/C 7

A/C 8

A/C 9

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A/C 11

A/C 12

A/C 13

A/C 14

Prototype Grace

Period:

The Prototype will be given a 90-day grace period beyond the 272 day TAT (not including IAI observed holidays, IAI Permitted Delays, Work-scope Change Orders, and painting), without damages only if the delay of Redelivery of the Prototype is due solely to the FAA or CAAI and not due to any act or omission of IAI, its subcontractor or any other Person. IAI will prepare a detailed mutually agreed on schedule for submission of all documents and data for the CAAI and FAA to obtain approval for the PC to SF STC and such schedule will be adhered to by IAI and will become a part of the Definitive Agreement. Except for the Prototype, there will be no grace period for the above TAT. After the 90-day grace period for the Prototype, IAI will pay CAM $*** per day that such PC Aircraft is late and not Redelivered to CAM regardless of the reason for late Redelivery, except (1) any applicable extensions of TAT and/or IAI Permitted Delays, as defined in the 767 Agreement, and (2) if the delay is solely attributable to CAM.

•     CAM will pay IAI $*** for the SF cargo modification kit associated with each PC Aircraft cancelled for modification if such PC Aircraft is cancelled within 12 months of the scheduled date of induction for SF modification, as amended from time to time between the Parties, provided that CAM is not obligated to purchase more than two (2) SF cargo modification kits in total. Further, CAM will not owe IAI for SF cargo modification kits for PC Aircraft cancelled more than 12 months from such PC Aircraft’s scheduled induction date, as amended from time to time between the Parties. IAI agrees to re-purchase for $*** all such kits purchased by CAM under this provision: (1) for any new agreement entered into by IAI or any joint venture or affiliate of IAI, for the SF modification of B767-200 or B767-300 aircraft; and (2) for any current B767-200 or B767-300

•     aircraft SF modification customer with an induction scheduled more than 12 months from the date CAM purchases such SF cargo modification kit(s) from IAI. All SF cargo modification kits purchased by CAM under this provision will be stored and maintained by IAI and risk of loss of the kit(s) will remain with IAI. Title to and all ownership rights in CAM-purchased SF cargo modification kit(s) purchased under this provision will remain with CAM until repurchased by IAI in accordance with the requirements hereunder. Payment for cargo modification kits purchased or re-purchased under this provision will be made within thirty (30) days of purchase by CAM or IAI, as applicable.

•     In addition, CAM will pay IAI the price of the cargo loading system in accordance with Exhibit C for all PC Aircraft CAM cancels that are within six months of such PC Aircraft’s scheduled induction date, as amended from time to time by the Parties, provided CAM approved IAI’s ordering the cargo loading system before it was ordered and IAI actually ordered such cargo loading system. IAI agrees to repurchase from CAM for an amount equal to the price paid by CAM all such cargo loading systems purchased by CAM under this provision for the next B767-200 aircraft inducted for SF configuration, provided that the CLS purchased by CAM is (a) required as SFE by the customer of the next B767-200 conversion and (b) in the configuration as required by the new customer, until all the cargo loading systems purchased by CAM under this provision have been repurchased from CAM. All cargo loading systems purchased by CAM under this provision will be stored and maintained by IAI and risk of loss of the kits will remain with IAI. Title to and all ownership rights in CAM-purchased cargo loading systems purchased under this provision will remain with CAM until repurchased by IAI in accordance with the requirements hereunder. CAM will not owe IAI for any costs for cargo loading system for PC Aircraft cancelled more than six (6) months from such PC Aircraft’s scheduled induction date, as amended from time to time between the Parties, or for any cargo loading systems purchased without CAM’s prior

approval. CAM reserves the right to purchase the CLS directly and supply to IAI. In such case, IAl will have no obligation to purchase the CAM-furnished CLS if the program is cancelled.

•     In addition, to off-set damages to IAI for SF cargo modification kit customization costs, CAM will pay IAI for each applicable PC Aircraft as follows:

•     If CAM cancels the induction of a PC Aircraft within five months of its scheduled induction date, as amended from time to time between the Parties, CAM will pay IAI $*** for such PC Aircraft.

•     If CAM cancels the induction of a PC Aircraft within four months of its scheduled induction date, as amended from time to time, CAM will pay IAI $*** for such PC Aircraft.

•     If CAM cancels the induction of a PC Aircraft within three months of its scheduled induction date, as amended from time to time, CAM will pay IAI $*** for such PC Aircraft.

•     If CAM cancels the induction of a PC Aircraft within two months of its scheduled induction date, as amended from time to time, CAM will pay IAI $*** for such PC Aircraft.

•     CAM will not owe IAI for SF cargo kit customization costs for PC Aircraft cancelled more than five months from the date of such PC Aircraft’s scheduled induction date, as amended from time to time between the Parties.

STC NRE Refund

and Royalty:

CARGO

AIRCRAFT MANAGEMENT, INC.

/s/ George Golder

/s/ W. Joseph Payne

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