FORM OF INDEMNITY AGREEMENT

INDEMNIFICATION AGREEMENT





This Indemnification Agreement, made and entered into this day of ________________, 1998 ("Agreement"), by and between American Aircarriers Support, Incorporated, a Delaware corporation (the "Company") and _______________________ ("Indemnitee").



WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation, and



WHEREAS, the Board of Directors of the Company has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and



WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and



WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified;



NOW, THEREFORE, in consideration of the promises, conditions, representations and warranties set forth herein, including Indemnitee's continued service to the Company, the Company and Indemnitee hereby covenant and agree as follows:



ARTICLE I - DEFINITIONS



For purposes of this Agreement, the following terms shall have the meaning given here:



1.01 "Board" shall mean the Board of Directors of the Company.



1.02 "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit or other enterprise which such person is or was serving at the express written request of the Company.



1.03 "Covered Act" means any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by Indemnitee or against any of the foregoing alleged by any claimant or any claim against Indemnitee solely by reason of being a director or officer of the Company.



1.04 "D&O Insurance" means the directors' and officers' liability insurance issued by the insurer(s), and having the policy number(s), amount(s) and deductible(s) set forth on Exhibit A hereto and any replacement or substitute policies issued by one or more reputable insurers













providing in all respects coverage at least comparable to and in the same amount as that provided under the policy or policies identified on Exhibit A.



1.05 "Determination" means a determination, based on the facts known at the time, made by:



(a) A majority vote of a quorum of disinterested directors; or



(b) Independent Counsel in a written opinion prepared at the

request of a majority of a quorum of Disinterested Directors; or



(c) A majority of the disinterested stockholders of the

Company; or



(d) A final adjudication by a court of competent jurisdiction.



"Determined" shall have a correlative meaning.



1.06 "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.



1.07 "Effective Date" means ____________________________, 19____.



1.08 "Excluded Claim" means any payment for Losses or Expenses in connection with any claim:



(a) Based upon or attributable to Indemnitee gaining in

fact any personal profit or advantage to which Indemnitee is not

entitled; or



(b) For the return by Indemnitee of any remuneration paid to

Indemnitee without the previous approval of the stockholders of the

Company which is illegal; or



(c) For an accounting of profits in fact made from the

purchase or sale by Indemnitee of securities of the Company within the

meaning of Section 16 of the Securities Exchange Act of 1934, as

amended, or similar provisions of any state law; or



(d) Resulting from Indemnitee's knowingly fraudulent,

dishonest or willful misconduct; or



(e) The payment of which by the Company under this Agreement

is not permitted by applicable law.



1.09 "Expenses" shall include all reasonable attorneys fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding, but shall not include Fines.















1.10 "Fines" mean any fine, penalty or, with respect to an employee benefit plan, any excise tax or penalty assessed with respect thereto.



1.11 "Good Faith" shall mean Indemnitee having acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, having had no reasonable cause to believe Indemnitee's conduct was unlawful.



1.12 "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent (i) the Company or indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.



1.13 "Loss" means any amount which Indemnitee is legally obligated to pay as a result of a claim or claims made against him for Covered Acts including, without limitation, damages and judgments and sums paid in settlement of a claim or claims, but shall not include Fines.



1.14 "Proceeding" includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other actual threatened or completed proceeding whether civil, criminal, administrative or investigative, other than one initiated by Indemnitee. For purposes of the foregoing sentence, a "Proceeding" shall not be deemed to have been initiated by Indemnitee where Indemnitee seeks pursuant to Article IX of this Agreement to enforce Indemnitee's rights under this Agreement relating thereto.



ARTICLE II - SERVICES BY INDEMNITEE



Indemnitee agrees to serve as a(n) (director) (officer) (employee). Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).



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