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OST-98-4914

Atlantic Coast Airlines, Inc.

ACA will be merged into the new Delaware corporation, ACAI, which company will be the surviving corporation under the plan of merger Thereafter, the certificate holder, ACA, will be formerly known as Atlantic Coast Airlines, Inc. ACAI will continue to do business as "United' Express." The reincorporation of ACAI will not result in any material change in business, management, assets, liabilities or net worth of ACA, or of its parent, Holdings. The principal reason for reincorporating ACA in Delaware is to have both the airline and Holdings subject to the same corporate code. At the time of reincorporation, Holdings will establish another Delaware subsidiary, INCA Management, Inc., to act as agent for the airline with respect to certain matters involving the airliners relationship with its code share partner

Counsel:  Bagileo Silverberg, Robert Silverberg

Atlantic Coast Airlines, Inc.

Counsel:  Bagileo Silverberg, Robert Siverberg

Atlantic Coast Airlines

By:  Randall Bennett

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