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Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/15/97 – EX-10.36

As of:  Tuesday, 4/15/97   ·   Accession #:  912057-97-13087   ·   File #:  333-19939

Previous ‘S-1’:  ‘S-1/A’ on 4/14/97   ·   Next:  ‘S-1’ on 3/6/98   ·   Latest:  ‘S-1/A’ on 10/6/03

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/97  Decrane Aircraft Holdings Inc     S-1/A                  3:87K                                    Merrill Corp/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement     11     69K 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-10.36    EX-10.36 Agreement Between Ift and Hi                 37     81K

EX-10.36   —   EX-10.36 Agreement Between Ift and Hi
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Agreement 
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                                                                 Exhibit 10.36

Portions of this Exhibit have been omitted pursuant to confidential   
treatment. Such portions of the Exhibit have been separately filed with         
the Commission.                                                                 

AGREEMENT 

BETWEEN 

INTERACTIVE FLIGHT TECHNOLOGIES, INC. 

AND 

HOLLINGSEAD INTERNATIONAL   

                                                                     Eben Kane

                                                                Control No. 09


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 HOLLINGSEAD INTERNATIONAL

--------- 

 INTERACTIVE FLIGHT TECHNOLOGIES

 TABLE OF CONTENTS

1.  AGREEMENT BETWEEN INTERACTIVE FLIGHT TECHNOLOGIES, INC. AND HOLLINGSEAD     
INTERNATIONAL.                                                          

2.  STATEMENT OF WORK TO THE AGREEMENT BETWEEN INTERACTIVE FLIGHT               
TECHNOLOGIES, INC. AND HOLLINGSEAD INTERNATIONAL FOR SWISSAIR.          

3.  PRICING AND PAYMENT SCHEDULE TO THE AGREEMENT BETWEEN INTERACTIVE FLIGHT    
TECHNOLOGIES, INC. AND HOLLINGSEAD INTERNATIONAL FOR SWISSAIR.          

4.  SUPPLEMENT I - KIT COMPONENTS AND PRICE RECONCILIATION                      

5.  PROJECT TIME SCHEDULE.                                                      


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AGREEMENT   
BETWEEN   
INTERACTIVE FLIGHT TECHNOLOGIES, INC. 
AND   
HOLLINGSEAD INTERNATIONAL 

This agreement ("Agreement") is made and entered into July 30, 1996 by
and between Interactive Flight Technologies, Inc. ("IFT") and Hollingsead       
International, Inc. ("HI") based on the following facts and circumstances:      

A.  IFT has designed a unique interactive entertainment system for use
on commercial aircraft ("Aircraft") which includes video on demand,             
interactive entertainment games and casino style gaming (the "System").         

B.  To date the system has been installed on first and business class 
seats for a limited number of Aircraft.                                         

C.  The parties are entering into this Agreement for the purpose of HI
providing to IFT the engineering services ("Services"), manufacture of the      
installation kit ("Kits"), the installation labor ("Installation Labor") and    
airworthiness certification ("Certification") to be performed in accordance     
with the time schedule attached hereto (the "Project Schedule") to enable use   
of the System by the airlines who are IFT's customers (the "Customers")         
subject to the terms of this Agreement.                                         

 D.  IFT shall have the sole responsibility for technical validation and
total system architecture.                                                      

E.  This Agreement will specify the terms and conditions pursuant to  
which (i) HI will be the exclusive System Integrator and Program Manager to     
provide the Services, Kits, Installation Labor and Certification for            
installation of IFT's System for Swissair and (ii) IFT and HI will work         
together toward forming a strategic alliance for the growth, development and    
marketing of the System. The Terms and Conditions of the Strategic Alliance     
will be mutually developed and agreed upon within 45 days following the         
execution of this Agreement or such later date as may further mutually          
determined.                                                                     

///                                                                             

///                                                                             

///                                                                             

///                                                                             

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  Based on the foregoing facts and circumstances and for good and valuable
consideration, IFT and HI hereby agree as follows:                              

1.   ORDER FOR SERVICES, KITS, INSTALLATION LABOR AND CERTIFICATION.  

        IFT hereby orders from HI and HI hereby agrees to provide to IFT the
Services, Kits, Installation Labor and Certification specified in the           
Statement of Work - Swissair ("SOW") attached hereto.                           

2.   PRICES AND PAYMENT.                                              

   HI agrees to provide the Services, Kits, Installation Labor and
Certification at the prices specified in the schedules of prices and payment    
attached hereto (the "Pricing and Payment Schedules"), Exhibit 3 hereto; IFT    
hereby agrees to pay HI on the dates and in the manner specified the prices     
for the Services, Kits, Installation Labor, Certification and Travel &          
Lodging as specified in the Pricing and Payment Schedules.                      

3.   STANDARDS FOR PERFORMANCE BY HI.                                 

3.1  KITS.  HI shall deliver all Kits in accordance with the
Engineering Drawings, the Specifications and the SOW.                           

       3.2  SERVICES.  HI shall perform all of the Services as required by
the SOW.                                                                        

        3.3  INSTALLATION LABOR.  HI shall provide the Installation Labor so
as to install the Kits in accordance with the provisions of the SOW in such     
time periods as are provided in the Project Schedule.                           

    3.4  CERTIFICATION.  Subject to the performance of the System in
accordance with the specifications for the System within the responsibility     
of IFT, HI shall obtain Certification of the First of Type ("FOT") Aircraft     
for each type of Aircraft subject to this Agreement.                            

///                                                                             

///                                                                             

///                                                                             

///                                                                             

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 3.5  INSPECTION AND TESTING, REJECTION AND RETURN. During the
course of the performance of the Services and the manufacture of the Kits or    
part(s) thereof, IFT (together with any representative of the Customer) shall   
be entitled to (i) witness the work associated with the Services, manufacture   
of the Kits or part(s) thereof or Installation Labor, (ii) inspect or test      
the Kits or part(s) thereof to determine if the Kits or part(s) thereof         
comply with the Engineering Drawings, Specifications and Statement of Work.     
The inspection which IFT may perform, at IFT's option, may take place either    
at HI's facility, IFT's facility in the United States or at the airport         
facility of the Customer at the installation location. Provided that HI shall   
have complied with the provisions of Sections 3.1 through 3.4, IFT shall        
accept the performance of HI pursuant to this Agreement. To the extent the      
Kits or part(s) thereof do not conform to the Engineering Drawings,             
Specifications or SOW ("Non-Conforming Kits or part(s) thereof'), IFT may       
reject any Non-Conforming Kits or part(s) thereof and return any such part to   
HI in accordance with HI's return material authorization procedure at HI's      
expense to HI's facility. HI will promptly repair or replace any                
Non-Conforming Kits or part(s) thereof with Kits or part(s) thereof which       
comply with the Engineering Drawings, Specifications and SOW.                   

4.   DELIVERY.                                                        

      IFT shall from time to time specify the method for delivery of the
Kits to IFT or any Customer, delivery of Kits shall be FOB, Santa Fe Springs,   
CA and the cost of freight transportation shall be borne by IFT. Title to the   
goods shall pass upon delivery of the kits by HI to the delivery site and the   
risk of loss or damage to the Kits shall then become the risk of IFT. Upon      
delivery of the Kits, HI shall warrant to IFT that IFT has acquired full        
title to the Kits See and clear of any security interest, lien or other claim.  

5.   PROJECT MANAGEMENT AND COORDINATION.                             

    5.1  APPOINTMENT OF PROJECT MANAGERS. HI shall appoint a Project
Manager (the "HI Project Manager") who will have overall authority and          
responsibility for the supply of Kits and Services pursuant to this             
Agreement. IFT shall appoint a Project Manager (the "IFT Project Manager")      
who will have overall authority and responsibility for the performance of       
IFT's obligations pursuant to this Agreement.                                   

    5.2  DUTIES OF THE PROJECT MANAGERS. The IFT Project Manager and
the HI Project Manager shall have the responsibility to meet (or confer by      
telephone) with such frequency as is desirable to maintain the Project          
Schedule, but no less frequently than weekly. At each meeting, each Project     
Manager will present to his or her counterpart the overall Project status,      
including identifying all issues and specifying the actions to be taken with    
respect to such open issues by HI, IFT, the seat manufacturers or other         
vendors to IFT.                                                                 

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      5.3  REPORTS OF THE PROJECT MANAGERS. On or before the 10th day of
each calendar month until installation is complete for each Aircraft for        
Swissair, the HI Project Manager shall prepare a report comparing actual        
performance by HI to the Project Schedule (the "Monthly Project Report"); if    
there are any variations from the Project Schedule, the Monthly Project         
Report shall specify the variations and the reasons for such variation as       
well as providing an updated Project Schedule ("Updated Project Schedule") in   
the event there is any reason which results in a change in the time or manner   
of performance by HI. On or before the 20th day of each calendar month, until   
installation is complete for each Aircraft for Swissair, the IFT Project        
Manager shall deliver to the HI Project Manager a response to the Monthly       
Project Report in which any matter which IFT believes reflects a failure of     
performance by HI is specified.                                                 

6.   WARRANTY.                                                        

     6.1  If within 60 months after installation of any of the Kits on
any Customers' Aircraft, there shall be any defect in the Kits or part(s)       
thereof as a result of HI's defective design, faulty materials or workmanship   
or faulty installation which defect arises under normal use of the Kits and     
occurs without abuse or negligence of IFT, the Customer or any third party,     
HI shall remedy the defect at its option by either replacement or repair of     
the defective Kits or any part(s) thereof. Any such repair or replacement of    
Kits or part(s) thereof shall be made within 10 business days of receipt of     
the defective Kits or part(s) thereof by HI. IFT shall be responsible for all   
transportation of parts and materials returned to HI for warranty               
disposition. HI shall be responsible for surface transportation charges from    
its facility in Santa Fe Springs, California to the designated Freight          
Forwarder in Los Angeles, California.                                           

   6.2  HI hereby represents and warrants to IFT that (i) HI shall
comply with all applicable federal, state and local laws in effect at the       
time services are performed and goods are delivered, including all              
professional registration requirements; (ii) that all Services and              
Installation Labor shall be performed consistent with generally accepted        
professional standards and in an expeditious and economical manner.             

7.   OWNERSHIP OF THE SERVICES.                                       

  For all Aircraft Types, all of the Services, including but not
limited to the Engineering Drawings and the STC, shall be the sole and          
exclusive property of IFT within 45 days following completion of the First of   
Type Installation date or issuance of the STC by the FAA, whichever is the      
later.                                                                          

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8.   FORCE MAJEURE.                                                   

  If any failure to perform on a timely basis arises from causes
beyond the control or without the fault of HI, including without limitation     
(i) acts of God, (ii) acts of a public enemy, (iii) acts of any Government,     
(iv) fires, (v) floods, (vi) earthquake or landslide, (vii) epidemics, (viii)   
quarantine restrictions, (ix) strikes, (x) other causes of materials not        
being commercially available, (xi) freight embargoes, (xii) unusually severe    
weather conditions, and (xiii) acts of IFT or any Customer or any of their      
agents, subagents, contractors employees officers or directors or other         
events which have been determined to constitute FORCE MAJEURE, to the extent    
of the delay resulting from such cause, HI's performance shall be excused.      

9.   ASSIGNMENT.                                                      

     Without the other party's prior written consent, neither party to
this Agreement will assign this Agreement; provided that performance of any     
part of the Agreement by an affiliate of HI shall not constitute an             
Assignment unless the majority of assets is purchased by a third party.         

10.  INSURANCE.                                                       

  HI will maintain property insurance on all of the Kits at full
replacement value while the Kits are in the possession of HI against all risk   
of physical loss.                                                               

       HI maintains products liability insurance in the sum of $20 million
which insurance insures HI's performance of the Services, Kits, Installation    
Labor and Certification pursuant to the terms of this Agreement.                

11.  PATENT AND COPYRIGHT INDEMNITY.                                  

HI and IFT do hereby indemnify and hold one another harmless
against any and all liability, loss, damages, claims, costs and expenses,       
including all reasonable legal fees, arising out of any claim and any defense   
thereof in respect of any infringement or alleged infringement of any patent,   
trademark, copyright or other proprietary right whether in the United States    
or elsewhere resulting from the Services or the System respectively.            

12.  EXPORT AND IMPORT LICENSES.                                      

     IFT is responsible for any and all export and import licenses for
the System, including the Kits or any part(s) thereof.                          

13.  CONFIDENTIALITY.                                                 

       13.1  OBLIGATIONS. Each party agrees that (a) it shall maintain the
confidential nature of any Proprietary Information (as defined below)           
received from the other party, using the same degree of care used by such       
party with regard to its own information of a like character and (b) it shall   
use such Proprietary Information solely for the purpose of meeting its          
obligations under this Agreement and not in connection with any other           
business or activity. Each party acknowledges                                   

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that the other parties may disclose the existence and nature of this            
Agreement (but not the specific financial or other contractual terms) to        
prospective customers and to the general public, and may refer to this          
Agreement and the other parties hereto in any promotional materials. At the     
termination of this Agreement, or any time upon demand of a disclosing party,   
each of the parties agree to return any and all materials containing any        
Proprietary Information.                                                        

13.2  LIMITATIONS ON CONFIDENTIALITY OBLIGATIONS AND USE    
RESTRICTIONS. The restrictions on use and the obligations of confidentiality    
contained in the Agreement will not apply to any item or combination of items   
of information (a) that the receiving party can demonstrate (i) is then in      
the public domain by acts not attributable to such party, (ii) is hereafter     
received on an unrestricted basis by the receiving party from a third party     
source who to the receiving party's knowledge after due inquiry is not and      
was not bound by confidentiality obligations to the disclosing party, or        
(iii) was known to the receiving party as shown by its written records prior    
to the date of disclosure hereunder.                                            

   13.3  ACTIONS IF DISCLOSURE REQUIRED. If the receiving party is
requested pursuant to, or required by, applicable law or regulation or by       
legal process to make any disclosure otherwise prohibited hereunder, it shall   
provide the disclosing party with prompt notice of such requests or             
requirements prior to disclosure so that (a) the disclosing party (with the     
reasonable cooperation of the receiving party) may seen an appropriate          
protective order or other remedy and/or (b) the parties can seek in good        
faith to agree on the appropriate scope and approach to disclosure. If a        
protective order or other remedy is not obtained, the receiving party may       
furnish only that portion of the Proprietary Information which it is            
legally compelled to disclose and shall use its reasonable efforts to obtain    
confidential treatment for the Proprietary Information.                         

       13.4  PROPRIETARY INFORMATION.  "Proprietary Information" means all
oral, written or recorded information about or related to the party (or any     
subsidiaries or other affiliates) or, its or their technology, assets,          
liabilities, or business, which is furnished by its officers, directors,        
employees, agents or controlling persons, and is identified as confidential     
or proprietary in nature, whether furnished before or after the date hereof,    
and regardless of the manner which it is furnished, together with any           
summaries, extracts, analyses, compilations, studies or other documents or      
records prepared by the receiving party with contain, reflect or are            
generated from such information. Proprietary Information shall also include     
information relating to IFT's customers provided to IFT and/or HI under         
obligations or confidentiality.                                                 

14.  GENERAL.                                                         

      14.1  Any and all amendments to this Agreement must be in writing,
specify that they are an amendment to this Agreement and be signed by IFT and   
HI.                                                                             

14.2  This Agreement, together with the Schedules hereto,   
constitutes the entire understanding between IFT and HI on the subject matter   
hereof and all prior discussions and writings between IFT and HI are            
superseded by this Agreement.                                                   

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     14.3  This Agreement shall be interpreted pursuant to the laws of
the State of California for contracts made in and to be performed in            
California.                                                                     

      14.4  Any and all disputes between IFT and HI shall be resolved by
binding arbitration conducted at the Los Angeles offices of the Judicial        
Arbitration and Mediation Service ("JAMS") or in Phoenix, Arizona if IFT        
initiates such proceedings, in accordance with its procedures and any of its    
rules and regulations for commercial arbitration. Any such proceeding shall     
be conducted by a retired judge of the Superior Court of the State of           
California in accordance with the selection process of JAMS. The decision in    
such proceeding will be binding on the parties to this Agreement.               

       14.5  Any notices required or permitted shall be sent by either (i)
facsimile transmission and United States mail, postage prepaid or (ii)          
overnight courier providing proof of delivery to the party at the address       
specified below or at such other address for which notice is given pursuant     
to the provisions of this Section. Notices shall be effective upon receipt.     

If to HI:                                                   
Hollingsead International, Inc.       
Attention: President                  
13701 Excelsior Drive                 
Santa Fe Springs, CA 90670-5178       
Fax Number: (310) 921-6313            

With a copy to:                                             
DeCrane Aircraft Holdings, Inc.       
Attention: Chief Executive Officer    
155 Montrose West Avenue, Suite 210   
Copley, OH 44321                      
Fax Number: (216) 668-2518            

If to IFT:                                                  
Interactive Flight Technologies, Inc. 
Attention: Chief Executive Officer    
4041 North Central Avenue, Suite 2000 
Phoenix, AZ 85012                     
Facsimile: (602) 274-8372             

      14.6  Captions and paragraph headings are for convenience only and
are not to be used in construing and interpreting this Agreement; the           
recitals are to be used in construing and interpreting this Agreement.          

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15.  PRODUCT SUPPORT.                                                 

     Product Support and Spares is the subject of a separate agreement
between the parties. IFT and HI will make reasonable best efforts to enter to   
be into such an agreement within 45 days after the execution of this            
Agreement.                                                                      

13.  CHANGES AND ADDITIONAL WORK.                                     

      IFT or HI may make changes or obtain additional work in any of the
Services or Kits to be provided by HI pursuant to this Agreement; provided,     
however, that to make a change in any Service or Kit, (i) IFT shall first       
give notice ("Change Request") to HI of the specifications for the IFT          
proposed change; (ii) HI may propose a Change Request to IFT; (iii) within      
(10) working days, HI shall give notice (the "Change Order") to IFT of the      
cost of such change and terms of payment for such change and the effect of      
the change on the dates for delivery of Services and Kits (and any              
corresponding delays in Installation and Certification, if any), and (iv) the   
change will become effective only at such time as HI receives a Change Order    
signed by an authorized agent of IFT.                                           

 IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed by their duly authorized representative.                               

Hollingsead International, Inc.                                                 

[Illegible]      7/30/96                                        
-----------------------------------                                             
By:   PRESIDENT, DAH INC.                                                       

Interactive Flight Technologies, Inc.                                           

7/30/90               
------------------------------------                                            
By:                                                                             

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STATEMENT OF WORK 
TO THE AGREEMENT  
BETWEEN 
INTERACTIVE FLIGHT TECHNOLOGIES, INC  
AND 
HOLLINGSEAD INTERNATIONAL, INC. 
FOR 
SWISSAIR  

1.0  APPLICABLE AIRCRAFT TYPES                                                  

The following Aircraft types and quantities per Table 1 will be       
retrofitted with the IFT System. The appropriate airline interior     
arrangement drawing (Layout Passenger Accommodations, or LOPA),       
installation and applicable revision per Aircraft type are also given.

Table 1   

A/C TYPE           A/C QUANTITY              LOPA DRAWING             
--------           ------------          ---------------------        
B747                  3                991021 Rev 10.10.95        
B747                  2                991041 Rev 10.10.95        
MD11                  7                991057 Dated 10.05.96      
MD11                  9                991056 Dated 10.05.96      

LOPA numbers and revision levels will be updated upon occasion by the 
Customer.                                                             

1.1  LRU QUANTITIES PER AIRCRAFT TYPE                                 
 The installation design furnished by HI shall support the LRU
quantities defined in the hardware matrices in Appendix I of
this document.                                              

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2.0  RESPONSIBILITIES                                                           

2.1  IFT DESIGN RESPONSIBILITIES ARE:                                 

          a) Overall definition of System function and performance requirements.

b) Allocation of System function within the System.         

c) Definition of System interfaces.                         

d) Dissemination of air line Customer requirements.         

e) Coordination of supplier/airline interface.              

f) All seat console interfaces and design.                  

g) Design, test and manufacture of all System LRU's.        

h) All System development, EMI, qualification and acceptance
testing and related reports.                          

  i) Design, test and manufacture of all special test equipment.

j) Design, test and production of all software.             

 k) Definition of power load shedding capability/requirements.

2.2 HI DESIGN RESPONSIBILITIES ARE:                                             

a) Establishment of the program management structure.       

b) Identification of key points of contact.                 

c) Management of the internal engineering effort.           

d) Definition of data exchange requirement and procedures.  

e) Compilation of System baseline technical data.           

f) Compilation of Aircraft baseline technical data.         

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g) Definition of power requirements and availability.       

h) Definition of Aircraft discretes.                        

      i) Identification of third party equipment interface requirements.

j) Conduct physical survey of various Aircraft.             

       k) Development of all Supplier Data Requirement List(s)SDRL defined
items and provide per SDRL defined dates.             

   l) Participation in all defined technical meetings and reviews.

          m) Confirmation of installation structural compatibility with Aircraft
manufacturer.                                         

     n) Development of installation plans, instruction and engineering
orders.                                               

o) Development of STC Certification package.                

p) Provide assembly and detail documentation per the SDRL.  

         q) Produce all cables and installation provisions required for System
integration.                                          

 r) Perform First Article Inspections in conjunction with IFT.

    s) Production of Illustrated Part Catalogs, Aircraft Maintenance
        Manuals, Service Bulletins and System Maintenance Practices as
they pertain to the installation provisions.          

        t) Scheduling, conducting and obtaining IFT approval (where required
        by IFT) of all design review and technical meeting minutes and
action plans.                                         

   u) Development of level 1 through level 4 project schedules and
controls.                                             

         v) Preparing ground test, EMI/RFI test, and flight test plans/report.

         LRU integration at the seat shall be the responsibility of a separate
          seat integrator under contract to IFT, and is thus not included in the
document.                                                   

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HI shall formulate a development plan defined from the technical  
requirements contained in this document and in this document and  
in the referenced documentation. Following IFT review and         
approval, the support shall use the design and production process 
called out in their plans to design, manufacture and support the  
provisions for the System.                                        

HI shall inform IFT of selected design decisions by providing the 
documentation required as listed in the Sub-contractor Data       
Requirements List (SDRL) in the format called out by the          
technical requirements section of the document. Documentation     
required by IFT shall be produced, prior to the formal delivery   
date, as working documents during the course of the program.      

HI shall be responsible for those design decisions not covered by 
IFT design or documentation requirements. This allows HI to use   
parts or detailed design common to other products, or those of    
which they may have experience or expertise, provided such        
decisions do not adversely affect the IFT system or IFT's         
customers                                                         

2.3 IFT VALIDATION RESPONSIBILITIES                                         
IFT will evaluate and validate HI's design to ensure that the     
technical requirements are operationally acceptable, acceptable to
the airline Customer, and that the design allows implementation of
the System. IFT may elect to perform independent testing as a part
of the validation process. Set points or design review milestones 
will be scheduled by HI for this purpose.                         

2.4 HI DESIGN QUALIFICATION                                                 
HI shall verify by means of a compliance matrix that the design   
meets the technical design requirements of this document by       
paragraph. HI shall present, at CDR, verifiable evidence of       
compliance.                                                       

2.5 TECHNICAL COORDINATION MEETINGS                                         
When considered necessary by HI and upon reasonable notice to IFT 
Technical Coordination Meetings (TCMs) shall be held between IFT, 
HI, and if deemed necessary, the seat manufacturer(s) and the     
Customer. A TCM is defined as a design review meeting to establish
and record agreement on basic configuration, design requirements, 
technical data requirements, data submittals, Certification       
requirements, schedule review and to determine future action      
resulting thereof. The agenda, frequency, location and            
responsibility as to the preparation, distribution and approval of
minutes of such meetings shall be mutually determined by IFT and  
HI. Items requiring action resulting from the review will be      
recorded and tracked for closure by HI.                           

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2.6 DESIGN REVIEWS                                                          
HI shall coordinate each review and shall establish the time,     
place and agenda for each review subject to coordination and the  
approval of IFT. The agenda shall be received by IFT five (5)     
working days prior to the review. HI Project Management shall     
prepare minutes from the review and submit for IFT and airline    
Customer's approval within ten (10) working days after the review.
Items requiring action resulting from the review wll be recorded  
and tracked for closure by HI.                                    

2.6.1 INSTALLATION PRELIMINARY DESIGN REVIEW (PDR)                
    HI shall support and participate in a preliminary design
        review that supports mutually agreed upon program schedules.
     The PDR shall consist of a formal technical review of the
   basic design approach prior to the detailed design. The
    results of the PDR will signify a "freeze" of the design
     direction. At this point, all general requirements of IFT
      and the airline Customer should be in place, including all
       source data, hardware and System documentation deliverables
  and processes required to complete the objectives. The
following shall be addressed at the PDR:            

       a) General Requirements - The requirements of IFT and
           the airline Customer shall be addressed by HI as to
           how they shall be met. Any additional requirements,
              such as those of the airframe manufacturer, shall also
          be addressed. HI shall clearly identify where HI's
             design deviates from the requirements, if applicable.
              A physical description of the components, installation
           locations and hardware shall be provided, including
           sizes, weights, and provisions for future upgrades.

b) Documentation Structure - Development and  
           production documentation shall be identified by HI.
        Availability of such documentation shall also be
              stated. HI is responsible to provide all documentation
            specified in the SDRL ten (10) working days prior to
the scheduled PDR.                      

      c) Certification - System and Installation component
              Certification strategies shall be identified by HI and
approved by IFT.                        

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            d) Scheduling - Program schedules shall be presented by HI
              including key milestone dates for design, development,
                 production, installation and Certification. Cut-off dates
               for IFT and airline Customer initiated changes shall be
                  clearly stated and known risks identified. The start dates
              for production and subsequent production rate shall be
                 stated. PDR deliverables will be identified and scheduled
by line item.                           

             e) Project Management - Processes for progress tracking and
reporting shall be identified by HI.    

       f) Personnel - Staffing levels, points of contact and
      communication paths shall be identified by HI.

         g) Data Requirements - HI shall present requirements in
                  regard to hardware, documentation, additional information,
   etc. to continue the detailed design by HI.

2.6.2 INSTALLATION INTERMEDIATE DESIGN REVIEW (IDR)                         
Due to the tight program schedule constraints, HI shall         
participate in intermediate design reviews that support mutually
agreed upon program schedules. The IDR shall consist of formal  
technical reviews of the basic design approach prior to the     
detailed design. The results of the PDR will be reviewed and    
progress towards IDR statused. At this point, all general       
requirements of IFT and the Airline Customer shall be reviewed. 
The following shall be addressed at the IDR:                    

           a) General Requirements - The requirements of IFT and the
                airline Customer shall be addressed by HI as to how they
                   shall be met. Any additional requirements, such as those of
             the airframe manufacturer, shall also be addressed. A
            physical description of the components, installation
                  locations and hardware shall be provided, including sizes,
    weights, and provisions for future upgrades.

             b) Documentation - Development and production documentation
shall be statused by HI.                

c) Certification - System and Installation    
   component Certification strategies shall be
statused.                               

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      d) Scheduling - Program schedules shall be presented
       by HI including key milestone dates for design,
 development, production, installation and
        Certification. Cut-off dates for IFT and airline
     Customer initiated changes shall be reviewed.

e) Data Requirements - HI shall present any   
        outstanding data that are impacting the program.

  f) HI will provide risk mitigation strategies to
enhance IFT program success.            

2.6.3 INSTALLATION CRITICAL DESIGN REVIEW (CDR)                             
HI shall support and participate in a critical design review    
that supports mutually agreed upon program schedules. The       
CDR is the formal technical review of the detailed design       
prior to production and constitutes a "freeze" of the           
detailed design. At this time IFT's and the airline             
Customer's complete requirements should be in place. HI         
shall be responsible for providing all documentation            
specified in the SDRL. The CDR shall insure that the            
installation design meets the following criteria:               

a) HI shall address how IFT's and airline Customer requirements,
and any additional requirements, have been met.           
b) HI shall address what effect the design has on existing      
Aircraft interfaces.                                      
c) HI shall review how the design meets Certification           
requirements.                                             
d) HI shall review how the technical data submittal requirements
  listed in the SDRL are proceeding as scheduled and are still
feasible.                                                 
e) HI shall demonstrate how all applicable issues raised at IDR 
shall be resolved.                                        

2.7 TECHNICAL SUPPORT                                                       
Technical support shall include personnel, and spare installation 
provisioning parts necessary to test, calibrate, modify and       
maintain the provision hardware and support equipment, generate   
engineering change orders, and update documentation as required.  
HI shall provide technical representation for all installations to
answer all inquiries with a direct communication line between IFT 
and HI. HI shall also provide on-site support through the         
completion of installation and aircraft return to service as      
required on each Aircraft type.                                   

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2.8 INSTALLATION SUPPORT                                                    
HI shall provide sufficient number of qualified personnel         
to perform the installation of the IFT System to a mutually       
agreed upon schedule. IFT will be responsible for                 
coordinating the sufficient installation access to the            
Aircraft with the airline Customer.                               

3.0 TECHNICAL REQUIREMENTS                                                      

3.1 GENERAL REQUIREMENTS                                                    
HI shall be responsible for the installation engineering,         
mechanical mounting provision design, kitting,                    
substantiation, and installation of System equipment and          
related cabling in First Class, Business Class and Economy        
Class. The seat integrator(s) chosen by the Customer              
airline shall be responsible for the engineering required         
to install IFT in-seat equipment and related cabling, and         
to restore the original seat Technical Service Order (TSO).       
All Aircraft interface designs shall be coordinated with,         
and approved by, IFT and the airline Customer s technical         
fleet Services.                                                   

3.1.1 OFF-THE-SHELF VS. NEW DESIGN                              
HI shall utilize existing off-the-shelf installation
hardware whenever possible. New designs shall be    
considered only as needed to adapt existing         
components to meet the intent of the technical      
requirements or to facilitate mutually agreed       
installation schedule reduction.                    

3.1.2 INTERCHANGEABILITY                                        
Interchangeability shall conform with Requirements 7
 of MIL-STD-454. All parts, subassemblies, assemblies,
etc., having the same part number shall be designed 
to be directly interchangeable without System or    
interface adjustment to either the components, part,
 System or Aircraft. Electrical connectors mating with
interconnecting wiring harnesses that are not       
functionally interchangeable shall not be physically
interchangeable. Interchangeability of hardware     
components across fleets is the design objectives.  

3.1.3 AIRFRAME MOUNTED EQUIPMENT                                
HI shall obtain approval for all equipment          
installations that mount to the airframe. As part of
that approval, HI shall provide a complete stress   
analysis of the mounting structure and the interface
loads per FAR 25.561. HI shall endeavor in all      
instances to avoid modification of the primary      
Aircraft structure in the installation              

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          design. IFT will aid HI in coordinating and obtaining from the
      airline approval for the interface loads imparted into the
            structure. All reports to the airline shall be submitted through
             IFT, however, HI is ultimately responsible for design changes and
updating of the reports to obtain final approval.   

3.1.4 INTERFACE CONTROL                                         
    HI shall assure that the provisions developed for System
      installation is physically, functionally, and procedurally
            compatible for existing interfacing units and Systems in current
           use on the affected Aircraft. IFT will initially supply through
            the airline Customer, data considered necessary for establishing
             interfaces. HI must identify and request any additional data that
may be required to fulfill their responsibilities.  

3.1.5 WEIGHT CONTROL                                            
             HI shall assure that the weight of the installation provisions is
          as light as possible while consistent with other requirements.

3.1.6 MISCELLANEOUS PROVISIONS                                  
          HI shall be responsible for engineering that modifies existing
       floor and sidewall panels to accept any required disconnect
brackets and cabling.                               

3.1.7 CABLING INSTALLATION REQUIREMENTS                         
            All cabling shall be installed per FAR. 25.1353, and the routing
           shall be subject to approval by IFT. Installation of cables and
              harnesses shall meet the applicable general requirements of Boeing
          or McDonnell Douglas documents as applicable. HI shall utilize
       existing cable runs as much as possible to route all System
             cabling. HI shall install any required cable clamps and standoffs
            to support the installation of the System cabling. Cabling shall
      be clamped every twenty (20) to twenty-two (22) inches and
            wherever the cable routing makes a change in direction. HI shall
       define clamping techniques and components based on approved
             airline Customer repair and maintenance procedures. HI shall meet
           the separation requirements between System cabling and existing
            cabling that are heavy transmitters of electrical power to avoid
             the induction of electrical interference into the System. Cabling
           installation drawings shall contain the Aircraft station (STA),
             left or right buttock line (BL), and waterline (WL) of each cable
       run and disconnect location as well as the airline Customer
           assigned disconnect number as applicable for each installation.

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This shall apply to the following:                  

a) Aircraft to head-end equipment.                  

b) Head-end equipment to head-end equipment.        

c) Head-end equipment to zone equipment.            

d) Zone equipment to seat equipment.                

             All hardware required to mount the cabling shall be included. For
             seat-to-seat cabling installation drawings, the required Customer
             airline supplied cable raceway shall be called out and installed.
           This raceway will be included in the Aircraft provisioning Kits
supplied by HI.                                     

3.1.8  AIRCRAFT POWER AND EXISTING SYSTEM INTERFACE               
             System cabling interfaces to Aircraft power and existing Aircraft
       Systems will be defined by the airline Customer and will be
communicated to HI.                                 

3.1.9  CABLING AND HARNESS DESIGN REQUIREMENTS                    
       HI shall design and supply specified cabling to connect the
              individual System components together and to connect the System to
         Aircraft power and existing System. The number of disconnects
     within the Aircraft shall be kept to a minimum to enhance
         reliability but support the maintainability of the System. It
      shall be the responsibility of HI to define the number and
            location of disconnects and grouping of cables between equipment
            within the Aircraft. Cable and harness design and assembly shall
    follow the guidelines of Boeing and McDonnell Douglas as
          applicable. All HI provided System cables and harness shall be
 designed with sufficient length to facilitate ease of
         installation, a lack of static tension on the cables and good
         installation maintenance practices (i.e., "drip loops, etc.).
        Mounting hardware used to install all HI provided cables and
       harnesses shall be provided as part of the cable or harness
assembly.                                           

3.1.10  WIRE AND CABLE REQUIREMENTS                                 
       Single wire used in all cables and harnesses shall meet the
            requirements of MIL-W-22759. Multiple twisted conductors used in
   all cables and harnesses shall meet the requirements of
            MIL-C-27500. Coaxial wire used in cables or harnesses shall meet
the requirements of MIL-C-17.                       

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3.1.11  CONNECTOR REQUIREMENTS                                      
      Connectors used to interface between LRUs, disconnects, or
      interface with Aircraft wiring and Systems shall be of the
following types (or equivalent):                    

 a) Circular connectors shall meet the requirements of
MIL-C-83723, MIL-C-26482.                     

    b) Rectangular connectors shall meet the requirements of
MIL-C-83659.                                  

c) Coaxial connectors shall meet the requirements of
MIL-C-39012.                                  

    d) ARINC style connectors shall meet the requirements of
ARINC 600 or ARINC 404.                       

Connectors, plug-type or receptacle-type, will be   
selected to appropriately match the mating half of  
the LRU or other cable end to avoid problems caused 
by differing contact alignment, insertion force     
tolerances, contact materials, and contact          
construction causing mechanical tolerance relaxation
due to environmental extremes.                      

4.0 TECHNICAL DOCUMENTATION REQUIREMENTS                                        

All technical data identified in Supplier Data Requirements List    
in Appendix II of this document shall be provided per the SDRL in   
the format specified in the following paragraphs of this section.   
All drawings/documentation or changes to the                        
drawings/documentation shall be transmitted to IFT in accordance    
with the submittal requirements of the SDRL. HI shall also          
provide maintenance of engineering drawings or documentation        
developed under the Purchase Order/Contract. All                    
drawings/documentation, including installation drawings, work       
scopes, engineering orders, structural substantiation, block        
diagrams, wiring diagrams, System schematics and other              
engineering data shall be delivered to IFT when either specified    
in the SDRL or within 30 days of written request. Documentation     
and subsequent revisions (including magnetic tape) written and/or   
provided for the System by HI will be warranted for completeness    
of technical information, as defined in the requirements of ATA     
100. Further, the accuracy of HI provided technical documentation   
will be warranted to agree with the applicable IFT or airline       
Customer source specifications, documents, and drawings. Computer   
generated drawings and documents shall be submitted to IFT on IBM   
formatted 1.44 megabyte High density floppy disks unless            
otherwise specified.                                                

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4.1    DOCUMENTATION REVISION SERVICES                            
    HI shall provide documentation revision Services for all
             engineering documentation at no charge to IFT for a period of six
  months after completion of FOT installation, where FOT
         installation is defined as the first Aircraft of a particular
           type (i.e., 747), model (i.e., -3), and interior furnishing and
             seating arrangement assuming that the revisions assuming that the
       revisions are performed to convert and clarify information.

4.2    INSTALLATION BLOCK DIAGRAM                                 
             HI shall prepare an Installation Block Diagram showing basic LRU-
              to-LRU System connections. The System Block Diagram may serve as a
top level sheet to the System Schematic Diagram.    

4.3    STRUCTURAL, CABLING AND EQUIPMENT INSTALLATION DRAWINGS    
  HI shall prepare all structural, cabling and equipment
             installation drawings. They shall be prepared and provided to IFT
        by HI as a Computer Aided Design (CAD) electronic file using
            AutoCAD 12.0, or later version, as a software design format. The
             installation drawings shall contain in the drawing parts list all
          supplier-manufactured parts, supplier-purchased parts and IFT-
       supplied equipment necessary to install and certify the IFT
      System. All installation drawings shall be executed per HI
             Engineering Drawing Practices. The installation drawings shall be
 provided to IFT by HI as electronic and paper copies.

4.4    INSTALLATION WORKSCOPE                                     
           HI shall prepare a detailed installation workscope based on HI-
           prepared installation drawings and test documents that provides
         written installation instruction sufficient to install all HI
              manufactured parts, HI purchased parts and IFT supplied equipment.
             In addition, the workscope shall contain all System level hot and
             cold electrical test plans, power-up test plans, Electro-Magnetic
         Interference (EMI) test plans, ground test plans, flight test
          plans, and acceptance test plans to verify that the IFT System
             does not interfere with the existing Aircraft Systems in any way.
              The installation workscope shall comply with HI format. They shall
         be prepared and provided to IFT by HI in a computer generated
       electronic file using Microsoft Word 6.0, or later version,
              software. The installation workscope shall also be provided to IFT
by HI as paper copies.                              

4.5   ENGINEERING RELEASES                                      
        HI shall prepare Task Card designed as mechanic installation
            instructions based on the content of the installation workscope,
in a format compliant to HI standard.               

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4.6   AIRCRAFT SYSTEM WIRING DIAGRAM                            
        HI shall prepare a System wiring diagram, showing the entire
         System wiring definition, equipment pin assignments, grounds,
       etc., in a format following the airline Customer layout and
           symbology, and executed per ATA 100. Diagrams shall be readable
             from left to right in reference to power, control, actuation, and
             indication. The diagrams shall be based on the following Aircraft
            condition: Aircraft on the ground; landing gear down; power off;
         throttles closed; parking brake on; landing flaps up; and all
             doors closed. All wire assemblies shall have a unique wire number
     for identification purposes. This number shall follow the
   Aircraft manufacturer's format for identifying external
            (Aircraft), internal (component), twisted, shielded, and coaxial
           wire assemblies and shall be assigned by HI through the airline
         Customer. Each component shall be assigned a unique equipment
           designator of the format set forth by the airline Customer. All
          Aircraft effectivities shall be specified by assigned Aircraft
             registration numbers. The System wiring diagram shall be prepared
          and provided by HI as a Computer Aided Design (CAD) electronic
           file using AutoCAD 12.0, or later version, as a software design
format.                                             

4.7   AIRCRAFT SYSTEM SCHEMATIC DIAGRAM                         
           HI shall prepare a System schematic diagram, showing the entire
          System connectivity and LRU internal functionality in a format
              following Swissair layout and symbology, and executed per ATA 100.
         Diagrams shall be readable from left to right in reference to
            power, control, actuation, and indication. The diagrams shall be
              based on the following Aircraft condition: Aircraft on the ground;
             landing gear down; power off; throttles closed; parking brake on;
           landing flaps up; and all doors closed. Each component shall be
             assigned a unique equipment designator of the format set forth by
     the airline Customer. All Aircraft effectivities shall be
specified by assigned Aircraft registration numbers.

4.8  CHAPTER 91 WIRE LIST                                     
              HI shall prepare a wire list, hookup and ground list in compliance
              with ATA 100. This list shall, be prepared and provided by HI in a
            computer generated electronic file using Microsoft Excel 4.0, or
later version, software.                            

4.9  STRUCTURAL SUBSTANTIATION REPORT                         
             HI shall prepare a structural substantiation report that verifies
             HI's design. This document shall also define and verify interface
   loads imparted into existing Aircraft structure by HI's
           installation provisions. The structural substantiation shall be
prepared and provided by HI in a computer           

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      generated electronic file using Microsoft Word -Registered
Trademark- 6.0 or later version, software.          

4.10  ELECTRICAL LOAD ANALYSIS                                  
     HI shall prepare an electrical load analysis defining the
        electrical load imparted to the existing Aircraft electrical
       System by the System. The electrical load analysis shall be
          prepared and provided by HI in a computer generated electronic
      file using Microsoft Excel 4.0 or later version, software.

4.11  MASTER DRAWING AND DATA LIST (MDL)                        
             HI shall prepare a master drawing and data list of all IFT and HI
    drawings and documents that affect the configuration and
              Certification of the existing Customer Aircraft The master drawing
             and data list shall be of an indentured format, complying with HI
             standard format, and showing the applicable drawing number title,
            revision status, outstanding change notices, and approval dates.
          The MDL shall be prepared and provided in a computer generated
             electronic file using Microsoft Excel -Registered Trademark- 4.0,
or later version, software.                         

4.12  WEIGHT AND BALANCE REPORT                                 
            HI shall prepare a weight and balance report giving the station,
         waterline and combined center of gravity for all installed HI
          equipment. The weight and balance report shall be prepared and
        provided by HI in a computer generated electronic file using
       Microsoft Word -Registered Trademark- 6.0, or later version
            (text), and Microsoft Excel -Registered Trademark- 4.0, or later
version (tables), software.                         

4.13  ASSEMBLY AND DETAIL DRAWINGS                              
           HI shall prepare all mechanical and cabling assembly and detail
           drawings and shall be prepared and provided by HI as a Computer
           Aided Design (CAD) electronic file using AutoCAD 12.0, or later
         version, as a software design format. The assembly and detail
    drawings shall contain all parts, material, physical and
     electrical characteristics, and manufacturing information
        necessary to manufacture the installation provisions for the
System.                                             

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5.0 CERTIFICATION REQUIREMENTS                                                  

        HI shall, for this program, be responsible for providing all
         engineering documentation required by the SDRL to support the
      planning, coordination and completion of FAA Certification
        activities on behalf of IFT for application and receipt of a
            Supplemental Type Certificate (STC) of each FOT Aircraft through
            a DAS authority. IFT hereby grants HI a license in perpetuity to
           use the STC in conjunction with IFT's system. In support of the
            STC activity, HI will provide all documentation such as FAA Form
            8110-3 required by the applicable FARs. HI shall provide on-site
  Certification support through STC approval for all FOT
installations.                                      

6.0 SUPPLIER PARTS PRODUCTION AND KITTING REQUIREMENTS                          

             HI shall produce, or subcontract to production, all parts in HI's
          installation design. This shall include all brackets, mounting
      trays, rocks, cables, and other hardware. IFT shall assume
        responsibility for manufacture of all LRUs. HI shall also be
       responsible for procurement of all mounting hardware, cable
             clamps, standoffs, grommets, etc., required to install IFT System
   equipment. HI shall also be responsible for all FAA PMA
       activities for parts manufactured and controlled by HI. All
         installation provisions designed and manufactured by HI shall
             meet the design, safety, quality and conformance standards of FAR
            Part 21.303. When deemed necessary, IFT will participate   First
            Article Inspections conducted by HI or their subcontractors. All
    repairable assemblies shall be composed of off-the shelf
  components available in the United States. HI shall be
      responsible for all installation parts logistics including
             staging, kitting of parts and shipping to IFT for System testing.
           Installation provisions shall be kitted by installation drawing
      and dash number for ease of conformance. Parts kitting and
           packaging shall conform, at a minimum, to ATA 300. IFT shall be
            responsible for final packaging and shipping of the complete kit
to the airline Customer.                            

7.0 SUPPLIER QUALITY REQUIREMENTS                                               

   HI, and/or their subcontractors, shall meet all quality
requirements of accepted industry standards.        

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APPENDIX 1

       [Confidential Material Omitted]


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 APPENDIX II

17  


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 APPENDIX II

                                                        [Enlarge/Download Table]


                                                                   Req'd   Req'd   Req'd   Req'd   Req'd  
Document                                 Initial Due Date           for     for     for     for     for   
                                                                    PDR     IDR     CDR    Final    STC   
----------------------------------------------------------------------------------------------------------
                                                                                                          
Aircraft System Wiring Diagram          3 days prior to PDR          X       X       X       X       X    
Aircraft System General Arrangement     3 days prior to PDR          X       X       X       X       X    
Installation Block Diagram              3 days prior to PDR          X       X       X       X       X    
Cabling Installation Drawings           3 days prior to PDR          X       X       X       X       X    
Equipment Installation Drawings         3 days prior to PDR          X       X       X       X       X    
Electrical Load Analysis                3 days prior to PDR                  X       X       X       X    
Weight and Balance Diagram              3 days prior to IDR                  X       X       X       X    
Installation Workscope                  10 days prior to CDR                         X       X       X    
Structural Installation Drawings        3 days prior to CDR                          X       X       X    
Master Data and Drawing List            10 days after CDR                                    X       X    
Stress Analysis Report                  10 days after CDR                                    X       X    
Wire List Data                          10 days after CDR                                            X    
HI Formatted Engineering Releases       10 days after CDR                                            X    
System Ground Test Plan                 10 days after CDR                                            X    
System EMI/RFI Test Plan                10 days after CDR                                            X    
Flight Test Plan                        10 days after CDR                                            X    
System Ground Test Procedures           10 days after CDR                                            X    
 (To be incorporated into Workscope)                                                                      
System EMI/RFI Test Procedures          10 days after CDR                                            X    
 (To be incorporated into Workscope)                                                                      
Flight Test Procedures                  10 days after CDR                                            X    
 (To be incorporated into Workscope)                                                                      
System Ground Test Report and 8110-3    3 days prior to A/C OD                                       X    
System EMI/RFI Test Report and 8110-3   3 days prior to A/C OD                                       X    
Ground Test Report and 8110-3           3 days prior to A/C OD                                       X    
Aircraft Flight Manual Supplement       3 days or to A/C OD                                          X    
Aircraft System Schematic Diagram       3 days prior to A/C OD                                       X    
Cabin Compliance Inspection Report      1 week prior STC Issuance                                         



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  PRICING AND PAYMENT SCHEDULE
  TO THE AGREEMENT
 BETWEEN
   INTERACTIVE FLIGHT TECHNOLOGIES, INC.
 AND
   HOLLINGSEAD INTERNATIONAL, INC.

  SWISSAIR

PRICES AND PAYMENT FOR SERVICES                                                 

IFT will pay HI for the Services, on or before the last day of the    
calendar month following the month during which HI issues and sends its         
invoice to IFT for Services. The HI invoices ("Services Invoices") shall be     
in the following amounts:                                                       

MDll                                                                            

                                                                [Download Table]
                                                                           
Stage of Services Completed                 Price                          
----------------------------                -----                          

Aircraft Surveys,                                                          
Technical Coordination Meetings(1)          [Confidential Material Omitted]

Preliminary Design Review (PDR)             [Confidential Material Omitted]

Preliminary Electrical Analysis Report                                     
and Preliminary Certification Plan          [Confidential Material Omitted]

Intermediate Design Review (IDR)(2)         [Confidential Material Omitted]

Preliminary Weight and Balance                                             
and Stress Analysis Reports                 [Confidential Material Omitted]

Ground Test EMI/RFI and                                                    
Flight Test Plans                           [Confidential Material Omitted]

Critical Design Review (CDR)                [Confidential Material Omitted]


------------------------                                                        

1  [Confidential Information Omitted]                                 

2  [Confidential Information Omitted]                                 


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                                                                [Download Table]
                                                                           

Installation                             [Confidential Information Omitted]

Final Submittal of Data Package to FAA   [Confidential Information Omitted]
                                         -------                           

     TOTAL MD-11                        [Confidential Information Omitted] 


B747                                                                            

                                                                [Download Table]
                                                                           

Stage of Services Completed              Price                             
---------------------------              -----                             

Aircraft Surveys,                                                          
Technical Interface Meetings(3)          [Confidential Information Omitted]

Preliminary Design Review (PDR)          [Confidential Information Omitted]

Preliminary Electrical Analysis Report                                     
and Preliminary Certification Plan       [Confidential Information Omitted]

Intermediate Design Review (IDR)(4)      [Confidential Information Omitted]

Preliminary Weight and Balance                                             
and Stress Analysis Reports              [Confidential Information Omitted]

Ground Test EMI/RFI and                                                    
Flight Test Plans                        [Confidential Information Omitted]

Critical Design Review (CDR)             [Confidential Information Omitted]

Installation                             [Confidential Information Omitted]

Final Submittal of Data Package to FAA   [Confidential Information Omitted]
                                         -------                           

     TOTAL B747 NRE                     [Confidential Information Omitted] 


------------------------                                                        

3   [Confidential Information Omitted]                                

4    [Confidential Information Omitted]                               


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PRICES AND PAYMENT FOR KITS                                                     

[Confidential Information Omitted]                                    

PRICES AND PAYMENT FOR INSTALLATION LABOR                                       

[Confidential Information Omitted]                                    


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PRICES AND PAYMENT FOR CERTIFICATION                                            

Upon the completion of Certification for each FOT Aircraft for the    
Customer, HI shall invoice IFT for the Certification at the prices listed       
below; IFT will pay HI for the Certification on or before the last day of the   
calendar month, following the month during which HI issues and sends its        
invoice to IFT for Certification. The price for Certification of each type of   
Aircraft is:                                                                    

        MD11 Aircraft                     [Confidential Information Omitted]
        B747 Aircraft                     [Confidential Information Omitted]

PRICES AND PAYMENT FOR TRAVEL AND LODGING                                       

  During each calendar month during which HI has (i) incurred expenses for
Travel, Lodging or Per Diem for its employees for the performance of            
Engineering Services, Certification or Installation Labor and (ii) charged an   
administrative fee for the management of Travel, Lodging and Per Diem, HI       
shall invoice IFT for 100% of the cost of Travel, Lodging and Per Diem, (a      
"Travel and Lodging Invoice"); IFT will pay HI the Travel and Lodging Invoice   
on or before the last day of the calendar month following the calendar month    
during which such invoice was received by IFT.                                  


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PROJECT 

SCHEDULES 


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                                                                [Download Table]
                                  

[Confidential Information Omitted]



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  SUPPLEMENT I


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  SUPPLEMENT I

   Kit Price Components and Reconciliation

All Swissair MD11 and B747 Kits contain basic component part groupings which    
are as follows:                                                                 

-  STRUCTURE (ST) including:            
                          Pallets, Verticle Supports, Rods/Rod Fittings, Angles,
                          Fittings, Mounting Plate, Disconnect Panels, Brackets,
Floor Disconnect Bores.     

-  TRAYS/TRAY HARNESSES (TT) including: 
             Trays, Shock Mounts, Input/Output Cables.

-  CABIN WIRING (CW) including:         
           SDU to SDU Cabling, SDU to SEB Cabling.

      -  AIRCRAFT WIRING/INTERFACES (AWI) including:
                        Pallet to Pallet Wiring, Clamp Hardware, Zone Output
                    Cabling, P/A Interface, Power Interface, Circuit
               Breakers, Ceiling Panels, SATCOM Interface.

      Price Per     Appendix I  Extended Warranty/
                  06/27/96 Draft    Changes      Insurance Cost    New Kit Value
                  --------------   ----------  ------------------  -------------
MD 11 Series 56                                                                 
---------------                                                                 
ST                                                                      
TT                       [Confidential Information Omitted]             
CW                                                                      
AWI                                                                     


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                           SUPPLEMENT I                       Page 2

MD 11 SERIES 57                                                                 
---------------                                                                 
ST                                                                        
TT                          [Confidential Information Omitted]            
CW                                                                        
AWI                                                                       

B747 COMBI                                                                      
----------                                                                      
ST                                                                        
TT                          [Confidential Information Omitted]            
CW                                                                        
AWI                                                                       

B747 FULL PAX                                                                   
-------------                                                                   
ST                                                                        
TT                          [Confidential Information Omitted]            
CW                                                                        
AWI

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:4/15/97None on these Dates
7/30/963
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